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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Crown Central Petroleum Corporation
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(Exact name of registrant as specified in its charter)
Maryland 52-0550682
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(State of incorporation or organization) (I.R.S. Employer Identification
No.)
One North Charles Street, Baltimore, Maryland 21201
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Series A Preferred Stock Purchase Rights American Stock Exchange
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Series B Preferred Stock Purchase Rights American Stock Exchange
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box X
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box.
Securities Act registration statement file number to which this form
relates: N/A
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
N/A
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
In connection with the merger of Crown Central Petroleum
Corporation, a Maryland corporation (the "Company" or "Crown"), with
and into Rosemore Acquisition Corporation, a Maryland corporation
("RAC"), pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of December 17, 2000, by and among Crown, RAC and
Rosemore, Inc., a Maryland corporation ("Rosemore"), the Company
entered into a second amendment dated as of December 17, 2000 (the
"Second Amendment") to the Rights Agreement (the "Rights Agreement")
dated as of February 1, 2000, as amended by the First Amendment (the
"First Amendment") to Rights Agreement dated as of April 10, 2000,
between the Company and First Union National Bank, as Rights Agent (the
"Rights Agent"), for the purpose of amending Sections 1(a), 1(c), 1(e)
and 7(a) of the Rights Agreement.
The amendment added subsection 1(a)(ii)(B) to the definition of
"Acquiring Person", providing that no person will become an "Acquiring
Person" within the meaning of the Rights Agreement, as amended, solely
as a result of shares of Crown common stock acquired pursuant to an
agreement, arrangement or understanding entered into in connection with
or to facilitate the consummation of an "Approved Transaction" under
the Rights Agreement, by a person or that person's affiliates or
associates, where the "Approved Transaction" is not consummated and
such shares of Crown common stock are acquired after the latest date on
which the "Final Expiration Date" can occur under the Rights Agreement
as it exists on the date on which such agreement, arrangement or
understanding is entered into. The amendment also added subsection
1(a)(ii)(C) to the definition of "Acquiring Person", providing that no
person will become an "Acquiring Person" solely as a result of shares
of Crown common stock acquired in connection with that certain Stock
Purchase Agreement (the "Stock Purchase Agreement") dated as of the
date of the Merger Agreement, by and among P.A. Novelly, II and John K.
Pruellage, as Trustees for The Novelly Exempt Trust U/I dated
August 12, 1992 (the "Novelly Trust"), Douglas D. Hommert and William
Lauber, as Trustees for The Capital Trust U/I dated February 4, 1994
(the "Capital Trust"), Paul A. Novelly, as Trustee of the Paul A.
Novelly Living Trust U/I dated July 28, 1982, as amended (the "Living
Trust"), Golnoy Barge Company, Inc., ("Golnoy") and Rosemore and that
certain Escrow Agreement (the "Escrow Agreement") contemplated thereby,
by and among Messrs. Novelly and Pruellage, as trustees of the Novelly
Trust, Messrs. Hommert and Lauber, as trustees of the Capital Trust,
Mr. Novelly, as trustee of the Living Trust, Golnoy, Rosemore and Union
Planters Bank, a national banking association, as escrow agent (the
Stock Purchase Agreement and the Escrow Agreement may be collectively
referred to herein as the "Related Transaction Documents").
The amendment also added subsection 1(c)(iii) to the definition of
"Approved Transaction". That subsection specifies that "Approved
Transaction" shall include the transactions contemplated by the Related
Transaction Documents.
The definition of "Beneficial Owner" and "beneficially own"
contained in Section 1(e) of the Rights Agreement has also been amended
to provide that no person will become a "Beneficial Owner" within the
meaning of the Rights Agreement, as amended, or be deemed to
"beneficially own" any shares of Crown common stock:
(bullet) that such person has the right to vote pursuant to an
agreement, arrangement or understanding, if the right to vote such
shares is granted to the person or that person's
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affiliates or associates pursuant to or in connection with the
consummation of, or the solicitation of stockholder approval for, an
"Approved Transaction" by that person or that person's affiliates or
associates, or otherwise pursuant to or in connection with any
agreement, arrangement or understanding for the acquisition of
securities described immediately below;
(bullet) that such person or that person's affiliates or
associates has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding entered into in connection with
or to facilitate the consummation of an "Approved Transaction" by that
person and/or that person's affiliates and/or associates, including
without limitation, any Crown common stock which that person or that
person's affiliates or associates has the right to acquire pursuant to
such agreement, arrangement or understanding in the event that the
"Approved Transaction" is not consummated, provided that in the event
that the "Approved Transaction" is not consummated, such acquisition is
not consummated before the latest date on which the "Final Expiration
Date" can occur under the Rights Agreement as it exists on the date on
which such agreement, arrangement or understanding is entered into; or
(bullet) that such person or that person's affiliates or
associates has the right to vote pursuant to or in connection with the
Related Transaction Documents or to acquire pursuant to or in
connection with the Related Transaction Documents in the event that the
"Approved Transaction" set forth in the Merger Agreement is not
consummated, provided that in the event the "Approved Transaction" is
not consummated, any acquisition of securities pursuant to the Related
Transaction Documents shall not be consummated prior to the latest date
on which the Final Expiration Date can occur pursuant to the Rights
Agreement as it exists on the date on which such agreement, arrangement
or understanding was entered into.
The Second Amendment to the Rights Agreement also modified the
definition of "Final Expiration Date" found in Section 7(a) of the
Rights Agreement to reflect that the "Final Expiration Date" is the
earlier of the close of business on February 14, 2001 or that time
which is immediately prior to acceptance by the State Department of
Assessments and Taxation of Maryland of articles of merger consummating
the merger pursuant to the Merger Agreement.
A copy of the Second Amendment was previously filed as Exhibit 4
to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 18, 2000, and is incorporated herein by
reference.
The information in Item 1 of Form 8-A filed by the registrant with
the Securities and Exchange Commission on February 3, 2000, as amended
by the 8-A/A filed on April 10, 2000 and the 8-A/A filed on April 19,
2000, relating to the Series A Rights and the Series B Rights of the
Company, is hereby further amended to read as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The following is a summary of the principal terms of the Rights Agreement
(the "Rights Agreement") dated as of February 1, 2000, as amended by the
First Amendment to Rights
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Agreement dated as of April 10, 2000 (the "First Amendment") and the
Second Amendment to Rights Agreement dated as of December 17, 2000 (the
"Second Amendment"), between Crown Central Petroleum Corporation (the
"Company") and First Union National Bank, as Rights Agent (the "Rights
Agent"), which is qualified in its entirety by reference to the text of
the Rights Agreement. The Rights Agreement, the First Amendment and the
Second Amendment are made exhibits to this filing and are incorporated
herein by reference. A copy of the Rights Agreement and each of the
amendments thereto is available free of charge from the Secretary of the
Company at One North Charles Street, Baltimore, Maryland 21201.
(a) DECLARATION OF DIVIDEND
On February 1, 2000, the Board of Directors of the Company declared a
dividend of one Series A preferred share purchase right (a "Series A
Right") for each outstanding share of Class A Common Stock, par value
$5.00 per share, of the Company (the "Class A Common Stock") and one
Series B preferred share purchase right (a "Series B Right" and together
with the Series A Rights, collectively, the "Rights") for each
outstanding share of Class B Common Stock, par value $5.00 per share, of
the Company (the "Class B Common Stock" and together with the Class A
Common Stock, collectively, the "Common Stock"). The dividend is payable
on February 15, 2000 (the "Record Date") to the stockholders of record on
that date. Under certain circumstances (set forth in Section (b) below),
(i) each Series A Right entitles the registered holder to purchase from
the Company one one-thousandth (1/1000) of a share of Series A Junior
Participating Preferred Stock of the Company, no par value (the "Series A
Preferred Stock") at a price of $16 (subject to adjustment as provided in
the Rights Agreement) per one one-thousandth (1/1000) of a share of
Series A Preferred Stock (the "Series A Purchase Price") and (ii) each
Series B Right entitles the registered holder to purchase from the
Company one one-thousandth (1/1000) of a share of Series B Junior
Participating Preferred Stock of the Company, no par value (the "Series B
Preferred Stock" and together with the Series A Preferred Stock,
collectively, the "Preferred Stock") at a price of $16 (subject to
adjustment as provided in the Rights Agreement) per one one-thousandth
(1/1000) of a share of Series B Preferred Stock (the "Series B Purchase
Price" and together with the Series A Purchase Price, collectively, the
"Purchase Price").
(b) EXERCISE OF RIGHTS
The Rights may not be exercised until the earlier to occur of: (i) 10
days following a public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") have acquired (other than
through an Approved Transaction as discussed below), with respect to
either class of Common Stock, beneficial ownership of (1) a number of
shares that exceeds 15% of the total number of then outstanding shares of
such class of Common Stock (for any person who on the date of the Rights
Agreement beneficially owned a number of shares that is less than 14% of
the total number of then outstanding shares of a class of Common Stock),
or (2) the number of shares as disclosed on such Person's Schedule 13D or
13G, as the case may be, most recently filed with the Securities and
Exchange Commission prior to the date of the Rights Agreement, plus an
additional number of shares of such class of Common Stock that exceeds 1%
of the total number of shares of such class of Common Stock outstanding
as of the date of the Rights Agreement (for any person who on the date of
the Rights Agreement beneficially owned a number of shares that is equal
to or exceeds 14% of the total number of outstanding shares of either
class of Common Stock) (either (1) or (2) above is hereinafter referred
to as a
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"Substantial Block" of Common Stock); or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors of
the Company prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer (other than a tender
offer which is an Approved Transaction) or exchange offer the
consummation of which may result in the beneficial ownership by a person
or group of a Substantial Block (the earlier of such dates described in
clauses (i) and (ii) being referred to as the "Distribution Date").
Under the Rights Agreement, an Approved Transaction means either (i) a
tender offer to all of the holders of each class of Common Stock (A)
which provides for the acquisition by the tender offeror of all of the
issued and outstanding shares of both Class A Common and Class B Common
(other than shares of Common Stock held by an Acquiring Person or its
Associates or Affiliates) solely for cash; (B) following which tender
offer the tender offeror exercises reasonable best efforts to consummate
a statutory merger within 90 days of the date of the tender offer
pursuant to which the shares of Common Stock not tendered pursuant to the
tender offer are exchanged for cash on terms no less favorable to the
holders of such Common Stock as was offered in the tender offer; and (C)
which a majority of the Board of Directors of the Company, prior to the
date on which such tender offer was commenced, shall have approved and,
after receiving advice from one or more investment banking firms,
determined to be fair to the holders of Common Stock from a financial
point of view, taking into account all factors which such Directors deem
relevant including, without limitation, values indicated in light of
long-term prospects or business plans or aggregate prices or values which
could reasonably be achieved if part or all of the Company or its assets
were sold or restructured on an orderly basis designed to realize maximum
long-term value; or (ii) a statutory merger (A) in which all shares of
Common Stock are exchanged for cash, and (B) which a majority of the
Board of Directors of the Company, prior to the date on which the merger
was agreed upon, shall have approved and, after receiving advice from one
or more investment banking firms, determined to be fair to the holders of
the Common Stock from a financial point of view, taking into account all
factors which such Directors deem relevant including, without limitation,
values indicated in light of long-term prospects or business plans or
aggregate prices or values which could reasonably be achieved if part or
all of the Company or its assets were sold or restructured on an orderly
basis designed to realize maximum long-term value; or (iii) the
transactions contemplated by that certain Agreement and Plan of Merger
(the "Merger Agreement") dated as of December 17, 2000, by and among the
Company, Rosemore, Inc., a Maryland corporation ("Rosemore"), and
Rosemore Acquisition Corporation, a Maryland corporation ("RAC"), and
related documents (collectively, the "Related Transaction Documents")
which include without limitation, that certain Stock Purchase Agreement
(the "Stock Purchase Agreement") dated as of the date of the Merger
Agreement, by and among P.A. Novelly, II and John K. Pruellage, as
Trustees for The Novelly Exempt Trust U/I dated August 12, 1992 (the
"Novelly Trust"), Douglas D. Hommert and William Lauber, as Trustees for
The Capital Trust U/I dated February 4, 1994 (the "Capital Trust"), Paul
A. Novelly, as Trustee of the Paul A. Novelly Living Trust U/I dated
July 28, 1982, as amended (the "Living Trust"), Golnoy Barge Company,
Inc. ("Golnoy"), and Rosemore and that certain Escrow Agreement (the
"Escrow Agreement") contemplated thereby, by and among Messrs. Novelly
and Pruellage, as trustees of the Novelly Trust, Messrs. Hommert and
Lauber, as trustees of the Capital Trust, Mr. Novelly, as trustee of the
Living Trust, Golnoy, Rosemore and Union Planters Bank, a national
banking association, as escrow agent. No one can become an Acquiring
Person solely as a result of acquiring securities pursuant to and in
accordance with an Approved Transaction.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. The Rights will expire on the
first to occur of the Close of Business on February 14, 2001 or
immediately prior to acceptance by the State Department of Assessments
and Taxation of Maryland of articles of merger consummating the merger
transaction by and between the Company and RAC pursuant to the terms and
conditions set forth in the Merger Agreement, unless the Company
exchanges the Rights as described in Section (g) below or redeems the
Rights as described in Section (h) below.
(c) CERTIFICATION OF RIGHTS
Until the Distribution Date, the Rights will be evidenced, with respect
to any of the Common Stock outstanding as of the Record Date, by
certificates evidencing shares of such Common Stock having a copy of a
summary of rights in the form attached to the Rights Agreement as EXHIBIT
B (the "Summary of Rights") attached thereto. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of the
Company's Common Stock as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights
associated with such Common Stock.
(d) TRANSFER OF RIGHTS
Until the Distribution Date (or earlier redemption or expiration of the
Rights):
(i) the Rights will be transferred with and only with the Common Stock;
(ii) upon transfer or new issuance of Common Stock, new certificates for
shares of Common Stock issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference; and
(iii) the transfer of any Common Stock outstanding as of the Record Date,
including surrender for transfer of any certificates therefor even
without such notation or a copy of the Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with
such Common Stock.
(e) ANTI-DILUTION AND OTHER INVESTOR PROTECTIONS
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders
of the Preferred Stock of certain rights or warrants to subscribe for or
purchase shares of Preferred Stock at a price, or securities convertible
into Preferred Stock with a conversion price, less than the then-current
market price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in shares of Preferred Stock) or
of subscription rights or warrants (other than those referred to above).
With certain exceptions, no
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adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price.
The number of outstanding Rights and the number of one one-thousandths
(1/1000) of a share of Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the
Common Stock or a stock dividend on the Common Stock payable in shares of
Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.
In the event that the Company is acquired in a merger or other business
combination transaction other than an Approved Transaction or 50% or more
of its consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, proper provisions will be made so
that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two
times the exercise price of the Right. In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon exercise that
number of shares of Common Stock having a market value of two times the
exercise price of the Right.
The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one
one-thousandth (1/1000) of a share of Preferred Stock) upon exercise of
the Rights or to distribute certificates which evidence fractional shares
of Preferred Stock (other than fractions which are integral multiples of
one one-thousandth (1/1000) of a share of Preferred Stock). Fractions of
shares of Preferred Stock in integral multiples of one one-thousandth
(1/1000) of a share of Preferred Stock may, at the election of the
Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and a depositary selected by it; provided
that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which
they are entitled as beneficial owners of the shares of Preferred Stock
represented by such depositary receipts.
In lieu of fractional shares of Preferred Stock that are not integral
multiples of one one-thousandth (1/1000) of a share of Preferred Stock,
the Company may, at its option, either (i) pay to any registered holder
of a Right Certificate at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current
market value of one share of Preferred Stock, or (ii) round up any
fractional share of Preferred Stock to the next highest integral multiple
of one one-thousandth (1/1000) of a share of Preferred Stock and issue
such next highest integral multiple of one one-thousandth (1/1000) of a
share of Preferred Stock.
(f) RIGHTS AND PREFERENCES OF THE UNDERLYING PREFERRED STOCK
Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable. Each share of Preferred Stock will have a minimum
preferential quarterly dividend in an amount per share equal to the
greater of (i) $1.00, or (ii) subject to certain adjustments, 1000 times
the aggregate per share amount of all cash dividends, and 1000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in
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corresponding Common Stock or a subdivision of the outstanding Common
Stock (by reclassification or otherwise), declared on the corresponding
Common Stock, since the date of the immediately preceding quarterly
dividend payment or, with respect to the date of the first quarterly
dividend payment, since the first issuance of any share or fraction of a
share of Preferred Stock. In the event of liquidation, the holders of
shares of Preferred Stock will receive a preferential liquidation payment
equal to the greater of $1.00 per share, plus accrued and unpaid
dividends and distributions thereon, or 1000 times the payment made per
share of corresponding Common Stock. Each share of Series A Preferred
Stock will have 1000 votes and each share of Series B Preferred Stock
will have 100 votes, voting together with the Common Stock on all matters
on which the shares of Class A Common and the shares of Class B Common
vote together and, to the extent entitled to vote for the election or
removal of Directors, separately by class for the election or removal of
Directors. If, on any record date for determining stockholders entitled
to vote for the election or removal of Directors, a certain threshold
number of shares of Series A Preferred Stock is then issued and
outstanding (as such threshold is determined pursuant to the Articles
Supplementary listed as EXHIBIT 3 hereto and incorporated herein by
reference), the holders of Series A Preferred Stock will then have the
ability to elect and remove one more Director than the number of
Directors the Class A Common Stock is then entitled to elect and remove.
If, on any record date for determining stockholders entitled to vote for
the election or removal of Directors, a certain threshold number of
shares of Series B Preferred Stock is then issued and outstanding (as
such threshold is determined pursuant to the Articles Supplementary
listed as EXHIBIT 3 hereto and incorporated herein by reference), the
holders of Series B Preferred Stock will then be entitled to elect two
Directors.
In the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, which is not an Approved
Transaction, each share of Preferred Stock will be entitled to receive
1000 times the amount received per share of corresponding Common Stock.
These rights are protected by customary antidilution provisions. Because
of the nature of the dividend, liquidation and voting rights of the
Preferred Stock, the value of one one-thousandth (1/1000) interest in a
share of Series A Preferred Stock purchasable upon exercise of each
Series A Right should approximate the value of one share of Class A
Common Stock and the value of one one-thousandth (1/1000) interest in a
share of Series B Preferred Stock purchasable upon exercise of each
Series B Right should approximate the value of one share of Class B
Common Stock.
(g) BOARD'S ABILITY TO EXCHANGE THE RIGHTS
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an exchange ratio
of one share of Common Stock, or one one-thousandth (1/1000) of a share
of Preferred Stock (or of a share of a class or series of the Company's
Preferred Stock having equivalent rights, preferences and privileges),
per Right, subject to adjustment.
(h) BOARD'S ABILITY TO REDEEM THE RIGHTS
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of a Substantial Block of
either class of Common Stock, the Board of
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Directors of the Company may redeem the Rights in whole, but not in part,
at a price of $.001 per Right or, at the option of the Board of
Directors, for one one-thousandth (1/1000) of a share of Class A Common
Stock per Series A Right and one one-thousandth (1/1000) of a share of
Class B Common Stock per Series B Right (either, the "Redemption Price").
The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of the Rights will be to receive the Redemption Price.
(i) AMENDMENT
The terms of the Rights may be amended in certain respects by the Board
of Directors of the Company without the consent of the holders of the
Rights, except that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the
Rights.
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ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
3 Articles Supplementary setting forth the designation,
preferences and rights of the Series A Junior Participating
Preferred Stock and the Series B Junior Participating
Preferred Stock of Crown Central Petroleum Corporation dated
February 1, 2000 (incorporated herein by reference to
Exhibit 3(i) to the registration statement on Form 8-A filed
with the Commission on February 3, 2000 under the Exchange
Act of 1934, as amended (the "Form 8-A")).
4.1 Rights Agreement dated as of February 1, 2000 between the
Company and First Union National Bank, as Rights Agent
(incorporated herein by reference to Exhibit 4 to the Form
8-A).
4.2 First Amendment to Rights Agreement dated as of April 10,
2000 between the Company and First Union National Bank, as
Rights Agent (incorporated herein by reference to Exhibit 4
to the Current Report on Form 8-K filed with the Commission
on April 10, 2000 under the Exchange Act of 1934, as
amended).
4.3 Second Amendment to Rights Agreement dated as of December
17, 2000 between the Company and First Union National Bank,
as Rights Agent (incorporated herein by reference to Exhibit
4 to the Current Report on Form 8-K filed with the
Commission on December 18, 2000 under the Exchange Act of
1934, as amended).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/ John E. Wheeler, Jr.
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Name: John E. Wheeler, Jr.
Title: Executive Vice President--Chief
Financial Officer
Date: December 18, 2000
