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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
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(as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
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[_] Soliciting Material Pursuant to Rule 14a-12
CROWN CENTRAL PETROLEUM CORPORATION
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(Name of Registrant as Specified in its Charter)
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[CROWN CENTRAL PETROLEUM LETTERHEAD]
July 27, 2000
Paul A. Novelly
Chairman
Apex Oil Company, Inc.
8182 Maryland Avenue
St. Louis, MO 63105-3721
Dear Mr. Novelly:
This is in response to your letter (the "Letter") of July 25,
2000. The Letter contains numerous mischaracterizations of the process
of the Committee of Independent Directors (the "Committee") of Crown
Central Petroleum Corporation ("Crown"), and of our meetings with Apex
Oil Company, Inc. ("Apex") and its advisors. Although I do not believe
that it is necessary to correct all of your errroneous statements, since
Crown has already done so in its proxy statement dated July 20, 2000, I
do wish to address certain points and respond to your supposed wish to
commence a tender offer for Crown shares.
The Committee vigorously disagrees with your assertion in the
Letter that the evidence of financing presented at our July 14, 2000
meeting effectively removed the conditional nature of your proposal. As
you are well aware, and as described in Crown's proxy statement, the
letter delivered to the Committee regarding refinancing of Crown's debt
contained numerous explicit and substantial conditions to the
willingness of that lender to arrange financing. Those express, written
conditions cannot lightly be dismissed or orally explained away. Even
the written materials provided to the Committee by your own financial
advisor characterize your debt refinancing as conditional. Your oral
references to letters of credit referred to the EQUITY portion of your
offer, not to refinancing Crown's debt.
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Your attempts to call into question the true purpose of our
July 14 meeting ring disingenuous and are offensive to the Committee.
The purpose of this meeting - to assess Apex's financing contingency -
was made perfectly clear to you. Despite the Committee's efforts to
give Apex yet another chance to demonstrate that Apex had firm financing
for its bid, we received financing letters full of conditions. Equally
inaccurate is your assertion that the Committee knew or should have
known of Rosemore's response to your bid. Rosemore makes its own
decisions, and the Committee did not obtain Rosemore's position until
after our meeting and after you were given the opportunity to strengthen
your bid.
The Letter also ignores the fact that for months Apex was
urged to sign a confidentiality agreement customary for transactions of
this type, yet, for whatever reason, failed to do so. Apex's
willingness to sign the confidentiality agreement emerged only on the
eve of completion of Crown's lengthy strategic review process, and then
only on the condition that this process be delayed further.
With respect to your statements regarding a tender offer for
Crown shares, I wish to bring two matters to your attention. First,
under the terms of Crown's merger agreement with Rosemore, Inc. and
Rosemore Acquisition Corporation, Crown is prohibited from amending or
modifying, or proposing to amend or modify, Crown's Rights Agreement
dated as of February 1, 2000 (the "Rights Agreement"). However, the
Rights Agreement already contains an "Approved Transaction" exemption
that permits fair tender offers for 100% of Crown's stock, coupled with
a back end merger, to proceed without amendment to the Agreement.
Second, should a tender offer for Crown shares actually be made, the
Committee would promptly consider all the terms and conditions of this
offer as set forth in the definitive offer to purchase, which would
specify the percentage of shares the bidder is willing to purchase and
contain the federally required disclosures all bidders are required to
make for the protection of investors. After consideration of this
complete information, the Committee would take such action as is
appropriate regarding the Rights Plan for the benefit of all Crown
shareholders.
Very truly yours,
/s/ - - Michael F. Dacey
Michael F. Dacey
Chairman
Committee of Independent Directors
