SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
August 24, 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. 9 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 paragraphs:
At the special meeting of Crown stockholders held on August 24, 2000 to
vote on the Merger (the "Special Meeting"), the Crown stockholders did not
approve the Merger and the related Merger Agreement by the requisite affirmative
vote. Following the Special Meeting, each of Crown and Rosemore delivered a
notice to the other terminating the Merger Agreement, pursuant to Section
8.01(e) thereof.
As the largest stockholder in Crown, Rosemore plans to encourage the
management of Crown to pursue further the changes to its business that Crown has
begun to implement, in order to maximize value for all stockholders as a
publicly-held company. These could include, but are not necessarily limited to,
reduction in overhead, divestiture of assets, and restructuring of Crown's
borrowing arrangements.
Rosemore will continue to evaluate the merits of investing in Crown in
light of market conditions and subject to any applicable legal or contractual
restrictions. 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 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.
Although the Crown stockholders did not approve the Merger and the
related Merger Agreement at the Special Meeting, should a similar opportunity to
acquire 100% of Crown arise, Rosemore may consider it, depending upon the timing
and the specific terms and conditions. In addition, Rosemore would seriously
evaluate any third-party offer which it believes is a credible proposal and is
supported by the independent committee of Crown's board of directors to acquire
100% of Crown's capital stock for cash or highly liquid securities.
A copy of a press release of Rosemore is filed as an exhibit to this
Amendment No. 9 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 19 - Joint Filing Agreement as required by Rule
13d-1(k).
Exhibit 20 - Press Release of Rosemore, Inc., dated August 25, 2000.
<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.
August 25, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
August 25, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
August 25, 2000 Ruth Carol R. Marder*
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Ruth Carol R. Marder
August 25, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
August 25, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
August 25, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
August 25, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
August 25, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
August 25, 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
19. Joint Filing Agreement as required by Rule
13d-1(k).
20. Press Release of Rosemore, Inc., dated August 25, 2000.
<PAGE>
EXHIBIT 19
The undersigned hereby agree that Amendment No. 9 ("Amendment No. 9")
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. 9.
ROSEMORE, INC.
August 25, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
August 25, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
August 25, 2000 Ruth Carol R. Marder*
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Ruth Carol R. Marder
August 25, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
August 25, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
August 25, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
August 25, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
August 25, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
August 25, 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 20
Rosemore, Inc.
The Blaustein Building
One North Charles Street, Suite 2300
Baltimore, Maryland 21201
For Immediate Release
Friday, August 25, 2000
Contact: Kenneth H. Trout
410-347-7080
Merger Agreement with Crown Central Petroleum Corporation Terminated
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At a special meeting held yesterday morning, the stockholders of Crown
Central Petroleum Corporation (CNPa and CNPb on the American Stock Exchange)
failed to approve the proposed merger with Rosemore by the required two-thirds
vote. Under Rosemore, Inc.'s proposal to merge Crown into a subsidiary of
Rosemore, the public stockholders of Crown would have received $9.50 per share
in cash in exchange for their Crown stock. Following the special meeting, both
Rosemore and Crown terminated their merger agreement in accordance with its
terms.
As the largest stockholder in Crown, Rosemore plans to encourage the
management of Crown to pursue further the changes to its business that Crown has
begun to implement, in order to maximize value for all stockholders as a
publicly-held company. These changes could include, but are not necessarily
limited to, reduction in overhead, divestiture of assets, and restructuring of
Crown's borrowing arrangements.
Rosemore will continue to evaluate the merits of investing in Crown in
light of market conditions and subject to any applicable legal or contractual
restrictions. Although the Crown stockholders did not approve the merger, should
a similar opportunity to acquire 100% of Crown arise, Rosemore may consider it,
depending upon the timing and the specific terms and conditions. In addition,
Rosemore would seriously evaluate any third-party offer which it believes is a
credible proposal and is supported by the independent committee of Crown's board
of directors to acquire 100% of Crown's capital stock for cash or highly liquid
securities.
Rosemore, Inc. is a privately-held investment holding company headquartered
in Baltimore, Maryland.
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