SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
January 26, 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 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 ("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).
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This Amendment No. 1 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. Effective January 31, 1999, Gateway
Gathering and Marketing Company changed its name to Rosemore, Inc. ("Rosemore").
The Schedule 13D is hereby amended in its entirety so that each reference herein
to "Gateway" or the "Gateway Group" shall be deemed to be a reference to
"Rosemore" or the "Rosemore Group", respectively. Except as specifically amended
below, all other provisions of the Schedule 13D remain in effect.
Item 2. Identity and Background
The second sentence of Paragraph A of Item 2 is hereby amended to read
as follows:
As a result of an internal reorganization, Rosemore is a holding
company whose principal operating subsidiaries are engaged in the businesses of
exploration, production, gathering, marketing and trading of oil and gas.
The descriptions of Messrs. Miller, O'Grady and Trout contained in
Paragraphs A and B of Item 2 are hereby amended to read in their entirety as
follows:
Barry L. Miller Director and Treasurer of Holdings, and
Chief Financial Officer, Senior Vice
President and Treasurer of Rosemore.
Clive R. G. O'Grady Secretary and Director of
McGuire, Woods, Battle & Holdings and of Rosemore;
Boothe LLP Partner, McGuire, Woods,
1750 Tysons Boulevard Battle & Boothe LLP
Suite 1800 One James Center
McLean, VA 22102-3915 901 E. Cary Street
Richmond, VA 23219
Kenneth W. Trout Director and Executive Vice
President of Holdings, and
Chief Operating Officer and
Vice President of Rosemore.
Paragraph F of Item 2 shall be deleted and Paragraphs G through I of
such item are accordingly relettered.
Item 4. Purpose of Transaction
Item 4 is amended to add at the end thereof the following paragraphs:
Each member of the Rosemore Group from time to time intends to review
his, her or its, as the case may be, investment in Crown on the basis of various
factors, including Crown's business, financial condition, results of operations
and prospects, general economic and industry conditions and the securities
markets in general and those for Crown's securities in particular, as well as
other developments and other investment opportunities. Each member of the
Rosemore Group will also consider his, her or its, as the case may be, personal
financial situation, including
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<PAGE>
liquidity, alternative investment opportunities and tax and estate planning
considerations. Based upon such review, each member of the Rosemore Group will
take such actions in the future as he, she or it, as the case may be, may deem
appropriate in light of the circumstances existing from time to time.
On February 25, 1999, Crown announced that it had engaged Credit Suisse
First Boston ("CSFB") as financial advisor to provide Crown with financial
advice and assistance in evaluating strategic alternatives. Except to the extent
that Henry A. Rosenberg, Jr. participates as a result of his role as an officer
and director of Crown, neither Rosemore nor any other member of the Rosemore
Group has participated in Crown's review of its strategic alternatives. As part
of the Rosemore Group's continuing review of its investment in Crown, however,
members of the Rosemore Group have sought to anticipate the strategic
alternatives that Crown may choose to pursue.
On January 18, 2000, representatives of CSFB, after discussion with the
independent members of the Board of Directors of Crown, invited Rosemore to make
a proposal concerning Crown and offered to make available to Rosemore
information concerning Crown which previously had been made available to other
interested parties. On January 26, 2000, Crown and Rosemore executed a
confidentiality agreement which is also expected to be executed by Henry A.
Rosenberg, Jr., Ruth Carol R. Marder and Judith R. Hoffberger, and Rosemore
commenced its review of such information. There can be no assurance that, upon
completion of such review, any member of the Rosemore Group will alter its
purpose in acquiring Crown securities or develop any plan or proposal which
might have the effects described in clauses (a) through (j) of Item 4 of
Schedule 13D with respect to Crown.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Paragraph 6 of Item 6 is hereby amended to read in its entirety as
follows:
Under the will of Henrietta Blaustein, Henry A. Rosenberg, Jr. and
First Union National Bank ("First Union"), a national banking association, are
trustees of three trusts (the "Blaustein Testamentary Trusts") for the benefit
of Mr. Rosenberg, Judith R. Hoffberger and Ruth Carol R. Marder, respectively.
Lisa J. Bertelsen (Ruth Carol R. Marder's daughter) is also a trustee of the
Blaustein Testamentary Trust for the benefit of Ruth Carol R. Marder, Jeffrey A.
Hoffberger (Judith R. Hoffberger's son) is also a trustee of the Blaustein
Testamentary Trust for the benefit of Judith R. Hoffberger, and Edward L.
Rosenberg (Henry A. Rosenberg, Jr.'s son) is also a trustee of the Blaustein
Testamentary Trust for the benefit of Henry A. Rosenberg, Jr. The Blaustein
Testamentary Trusts own a total of 1,869 shares of Rosemore.
Paragraph 8 of Item 6 is hereby amended in its entirety as follows:
Mrs. Hoffberger's son Jeffrey A. Hoffberger owns 710 shares of Crown
Class A Common Stock.
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Item 7. Material To Be Filed As Exhibits
Item 7 is hereby amended by adding the following at the end thereof:
Exhibit 4 - Joint Filing Agreement, as required by Rule 13d-1(k).
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.
January 26, 2000 By: /s/Edward L. Rosenberg
Name: Edward L. Rosenberg
Title: President
January 26, 2000 ROSEMORE HOLDINGS, INC.
By: /s/Edward L. Rosenberg
Name: Edward L. Rosenberg
Title: President
January 26, 2000 Ruth Carol R. Marder*
Ruth Carol R. Marder
January 26, 2000 Henry A. Rosenberg, Jr.*
Henry A. Rosenberg, Jr.
January 26, 2000 Judith R. Hoffberger*
Judith R. Hoffberger
January 26, 2000 /s/Edward L. Rosenberg
Edward L. Rosenberg
January 26, 2000 Jeffrey A. Hoffberger*
Jeffrey A. Hoffberger
January 26, 2000 Lisa J. Bertelsen*
Lisa J. Bertelsen
January 26, 2000 Frank B. Rosenberg*
Frank B. Rosenberg
By: /s/Edward L. Rosenberg
*Edward L. Rosenberg
Attorney-in-Fact
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<PAGE>
EXHIBITS
Exhibit
Number Description
4. Joint Filing Agreement as required by Rule 13d-1(k).
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<PAGE>
EXHIBIT 4
The undersigned hereby agree that Amendment No. 1 ("Amendment No. 1")
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. 1.
ROSEMORE, INC.
January 26, 2000 By: /s/Edward L. Rosenberg
Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
January 26, 2000 By: /s/Edward L. Rosenberg
Name: Edward L. Rosenberg
Title: President
January 26, 2000 Ruth Carol R. Marder*
Ruth Carol R. Marder
January 26, 2000 Henry A. Rosenberg, Jr.*
Henry A. Rosenberg, Jr.
January 26, 2000 Judith R. Hoffberger*
Judith R. Hoffberger
January 26, 2000 /s/Edward L. Rosenberg
Edward L. Rosenberg
January 26, 2000 Jeffrey A. Hoffberger*
Jeffrey A. Hoffberger
January 26, 2000 Lisa J. Bertelsen*
Lisa J. Bertelsen
January 26, 2000 Frank B. Rosenberg*
Frank B. Rosenberg
By: /s/Edward L. Rosenberg
*Edward L. Rosenberg
Attorney-in-Fact
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