SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
March 10, 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. 3 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 paragraph:
On March 10, 2000, at the request of Crown, Rosemore extended the
expiration date of its proposal to acquire all outstanding shares Class A and
Class B Common Stock of Crown not owned by Rosemore from Friday, March 10, 2000
at 5:00 p.m. to Friday, March 17, 2000 at 5:00p.m. A copy of a letter is filed
as an exhibit to this Amendment No. 3 and is incorporated by reference herein.
Item 7. Material To Be Filed As Exhibits
Item 7 is hereby amended by adding the following at the end thereof:
Exhibit 7 - Joint Filing Agreement as required by Rule 13d-1(k).
Exhibit 8 - Letter dated as of March 10, 2000 from Rosemore to Crown.
<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.
March 10, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
March 10, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
March 10, 2000 Ruth Carol R. Marder*
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Ruth Carol R. Marder
March 10, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
March 10, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
March 10, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
March 10, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
March 10, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
March 10, 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
7. Joint Filing Agreement as required by Rule
13d-1(k)
8. Letter dated as of March 10, 2000 from Rosemore to Crown.
<PAGE>
EXHIBIT 7
The undersigned hereby agree that Amendment No. 3 ("Amendment No. 3")
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. 3.
ROSEMORE, INC.
March 10, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
March 10, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
March 10, 2000 Ruth Carol R. Marder*
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Ruth Carol R. Marder
March 10, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
March 10, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
March 10, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
March 10, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
March 10, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
March 10, 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>
Exhibit 8
[Rosemore, Inc. Letterhead]
March 10, 2000
STRICTLY CONFIDENTIAL
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Board of Directors of
Crown Central Petroleum Corporation
One North Charles Street
Baltimore, Maryland 21201
Attention: Mr. Michael F. Dacey
Ladies and Gentlemen:
Reference is made to our letter to you dated March 6, 2000 setting out
our proposal to acquire all of the outstanding shares of Class A and Class B
Common Stock of Crown Central Petroleum Corporation (the "Company") not owned by
us, at the price and on the terms and conditions set forth in such letter.
As we understand that the Board of Directors of the Company ("Company
Board") and a special committee of independent directors of the Company Board
are considering our proposal, we are extending the expiration date of our
proposal from Friday, March 10, 2000 at 5:00 p.m. (Maryland time) to Friday,
March 17, 2000 at 5:00 p.m. (Maryland time) or at such time as our proposal is
rejected by or on behalf of the Company.
Sincerely,
ROSEMORE, INC.
By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President and Chief Executive
Officer
