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EXHIBIT 99
[CROWN NEWS RELEASE LETTERHEAD]
Institutional Inquiries:
JOHN E. WHEELER, JR.
Executive Vice President
and Chief Financial Officer
(410) 659-4803
Press/Shareholder Inquiries:
FOR IMMEDIATE RELEASE J. STEVEN WISE, Manager,
Baltimore, Maryland-DECEMBER 18, 2000 Corporate & Government Affairs
(410) 659-4859
CROWN CENTRAL TO MERGE WITH ROSEMORE, APEX TO SUPPORT MERGER
Crown Central Petroleum Corporation (CNPa and CNPb on the American Stock
Exchange) announced today that it had entered into a definitive agreement
and plan of merger with Rosemore, Inc., a Maryland corporation, which
owns, directly or indirectly, approximately 49% of Crown's Class A common
stock and 11% of Crown's Class B common stock. Under the merger
agreement, Rosemore will, through its wholly-owned subsidiary Rosemore
Acquisition Corporation, acquire all of the issued and outstanding Class
A and Class B common stock held by stockholders other than Rosemore and
its affiliates for a price of $10.50 per share in cash.
The acquisition price of $10.50 per share represents a premium of
31.25% and 50% to the market prices of $8.00 per share and $7.00 per
share of Crown's Class A common stock and Class B common stock,
respectively, at the close of trading on December 14, 2000, the day prior
to the date on which Rosemore announced its intention to seek to acquire
Crown.
The merger agreement provides that Rosemore Acquisition Corporation
will merge with and into Crown, resulting in Crown becoming a wholly-
owned subsidiary of Rosemore. Crown will be the surviving entity in the
merger and plans to continue to operate as a separate company under its
current name.
The merger will require the approval of Crown's stockholders, and
Crown will call a special stockholders' meeting to vote on the merger.
Under Maryland law and Crown's charter, the merger will require the
affirmative vote of two-thirds of Crown's issued and outstanding common
stock. Crown's Class A and Class B common stock will vote as a single
class on the merger, with Crown's Class A common stock having one vote
per share, and Crown's Class B common stock having one-tenth of a vote
per share. Rosemore's stock in Crown represents approximately 45.41% of
the votes exercisable by Crown's issued and outstanding common stock. In
addition, certain members of the Novelly group, who among them own
approximately 14.70% of Crown's Class A common stock and 3.48% of Crown's
Class B common stock, representing approximately 13.60% of the votes
exercisable by Crown's issued and outstanding common stock, have agreed
to vote in favor of the merger, and have also agreed to sell their Crown
stock to Rosemore if the merger agreement is terminated, other than in
certain limited circumstances.
The merger agreement also requires the approval of a majority of the
stock other than the stock owned by Rosemore and its affiliates) present
and voting at the stockholders' meeting, and the votes of Crown common
stock now owned by the selling members of the Novelly group will count
toward this vote. The merger is also subject to other customary closing
conditions.
In connection with the merger agreement and related transactions,
Crown and First Union National Bank, as rights agent, entered into a
second amendment to Crown's rights agreement, dated as of December 17,
2000, to permit the merger and Rosemore's related arrangements with the
Novelly group. Crown's Board also declared the merger and the related
transactions to be an "Approved Transaction" under the rights agreement.
As a result, the execution of the merger agreement and related documents
does not cause a "Distribution Date" to occur under or otherwise trigger
the operative provisions of the rights agreement.
The merger was unanimously approved by Crown's committee of
independent directors and, on its recommendation, by Crown's Board of
Directors on December 16, 2000. Crown has received an opinion from its
financial advisor, Credit Suisse First Boston, that the aggregate
consideration to be received by the stockholders of Crown in the merger
is fair, from a financial point of view, to the stockholders of Crown
other than Rosemore, and the members of the group affiliated with Mr.
Paul A. Novelly, and their respective affiliates. The merger is expected
to be completed in the first quarter of 2001.
Headquartered in Baltimore, Maryland since 1930, Crown operates two
Texas refineries with a total capacity of 152,000 barrels per day, 329
Crown gasoline stations and convenience stores in the Mid-Atlantic and
Southeastern U.S., and 13 product terminals along the Colonial,
Plantation and Texas Eastern Products pipelines.
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