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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
AMENDMENT NO. 3
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
___________________
CROWN CENTRAL PETROLEUM CORPORATION
(Name of the Issuer)
CROWN CENTRAL PETROLEUM CORPORATION
ROSEMORE, INC.
ROSEMORE HOLDINGS, INC.
ROSEMORE ACQUISITION CORPORATION
HENRY A. ROSENBERG, JR.
(Name of Persons Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $5.00 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $5.00 PER SHARE
(Title of Class of Securities)
228219-10-1
228219-30-9
(CUSIP Number of Class of Securities)
THOMAS L. OWSLEY EDWARD L. ROSENBERG
CROWN CENTRAL PETROLEUM ROSEMORE, INC.
CORPORATION ONE NORTH CHARLES STREET
ONE NORTH CHARLES STREET SUITE 2300
BALTIMORE, MARYLAND 21201 BALTIMORE, MARYLAND 21201
(410) 539-7400 (410) 347-7080
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of persons filing statement)
COPIES TO:
DAVID H. PANKEY JOHN A. MARZULLI, JR.
MCGUIRE, WOODS, BATTLE SHEARMAN & STERLING
& BOOTHE LLP 599 LEXINGTON AVENUE
WASHINGTON SQUARE NEW YORK, NEW YORK 10022
1050 CONNECTICUT AVENUE, N.W. (212) 848-4000
WASHINGTON, D.C. 20036
(202) 857-1716
___________________
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Exchange Act of 1934.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in box (a) are preliminary copies. [X]
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION*: AMOUNT OF FILING FEE:
--------------------------------------------------------------------------------
<S> <C>
$67,574,459 $13,514.89
--------------------------------------------------------------------------------
</TABLE>
* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 7,113,101 shares (representing 2,450,868 and 4,662,233
shares of Class A and Class B common stock, respectively) at $9.50 per
share in cash. In accordance with Rule 0-11 under the Securities Exchange
Act of 1934, as amended, the filing fee was determined by multiplying the
amount calculated pursuant to the preceding sentence by 1/50 of one
percent.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $13,514.89
Form of Registration No.: Schedule 14A Proxy Statement
Filing Party: CROWN CENTRAL PETROLEUM CORPORATION
Date Filed: May 15, 2000
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INTRODUCTION
This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule 13E-3,
as so amended, is being jointly filed with the Securities and Exchange
Commission by Crown Central Petroleum Corporation ("Crown"), Rosemore, Inc.
("Rosemore"), Rosemore Holdings, Inc. ("Holdings") and Rosemore Acquisition
Corporation ("RAC"), all of which are Maryland corporations, and Mr. Henry A.
Rosenberg, Jr. This Amendment No. 3 to Transaction Statement relates to the
Agreement and Plan of Merger, dated as of April 7, 2000 (the "Merger
Agreement"), among Crown, Rosemore and RAC pursuant to which RAC will be merged
with and into Crown, with Crown being the surviving corporation. Subject to the
terms and conditions of the Merger Agreement, at the effective time of the
merger, each outstanding share of Crown common stock, other than shares held by
Rosemore through its wholly owned subsidiary, Holdings, will be converted into
the right to receive $9.50 in cash.
The terms and conditions of the Merger Agreement are described in the
Definitive Proxy Statement (the "Proxy Statement") of Crown being filed with the
Securities and Exchange Commission concurrently with the filing of this
Amendment No. 3 to Transaction Statement. A copy of the Proxy Statement is filed
with this Amendment No. 3 to Transaction Statement as Exhibit (a)(4), and a copy
of the Merger Agreement is attached as Exhibit A to the Proxy Statement.
The cross reference sheet below is supplied pursuant to General Instruction
G to Schedule 13E-3 and shows the location in the Proxy Statement of the
information required in response to the items of this Amendment No. 3 to
Transaction Statement.
The information contained in this Amendment No. 3 to Transaction Statement
concerning Crown was supplied by Crown. Rosemore, Holdings, RAC and Mr. Henry A.
Rosenberg, Jr. take no responsibility for the accuracy of such information. The
information contained in this Amendment No. 3 to Transaction Statement
concerning Rosemore, Holdings and RAC was supplied by Rosemore, Holdings and
RAC. Crown and Mr. Henry A. Rosenberg, Jr. take no responsibility for the
accuracy of such information. The information contained in this Amendment No. 3
to Transaction Statement concerning Mr. Henry A. Rosenberg, Jr. was supplied by
Mr. Henry A. Rosenberg, Jr. Crown, Rosemore, Holdings and RAC take no
responsibility for the accuracy of such information.
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ITEM 1. SUMMARY TERM SHEET
The information set forth under the caption "SUMMARY TERM SHEET" in
the Proxy Statement is incorporated into this Amendment No. 3 to
Transaction Statement by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) NAME AND ADDRESS. The information set forth under the caption
"SUMMARY - The Parties to the Merger" in the Proxy Statement is
incorporated into this Amendment No. 3 to Transaction Statement by
reference.
(b) SECURITIES. The information set forth under the caption "SUMMARY -
Record Date; Stock Entitled to Vote" in the Proxy Statement is
incorporated into this Amendment No. 3 to Transaction Statement by
reference.
(c) TRADING MARKET AND PRICE. The information set forth under the
caption "MARKET PRICE AND DIVIDEND INFORMATION - Common Stock Market
Prices" in the Proxy Statement is incorporated into this Amendment
No. 3 to Transaction Statement by reference.
(d) DIVIDENDS. The information set forth under the caption "MARKET PRICE
AND DIVIDEND INFORMATION - Dividend Policy" in the Proxy Statement
is incorporated into this Amendment No. 3 to Transaction Statement
by reference.
(e) PRIOR PUBLIC OFFERINGS. Not applicable.
(f) PRIOR STOCK PURCHASES. The information set forth under the captions
"SPECIAL FACTORS - Ownership of Rosemore" and "SECURITY OWNERSHIP
OF FIVE PERCENT BENEFICIAL OWNERS AND MANAGEMENT - Directors and
Officers" in the Proxy Statement is incorporated into this Amendment
No. 3 to Transaction Statement by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) NAME AND ADDRESS. This Amendment No. 3 to Transaction Statement is
being filed jointly by Crown (which is the issuer of the classes of
equity securities that are the subject of the Rule 13e-3
transaction), Rosemore, Holdings, RAC and Mr. Henry A. Rosenberg,
Jr.
The information set forth under the caption "SUMMARY - The Parties
to the Merger" in the Proxy Statement is incorporated into this
Amendment No. 3 to Transaction Statement by reference. See also
subsection (c) to this Item 3 below.
(b) BUSINESS AND BACKGROUND OF ENTITIES. The information set forth under
the caption "SUMMARY - The Parties to the Merger" in the Proxy
Statement is incorporated into this Amendment No. 3 to Transaction
Statement by reference.
None of Crown, Rosemore, Holdings, RAC or Mr. Henry A. Rosenberg,
Jr. was, during the last five years: (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
(b) party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the person
from future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violation of
federal or state securities laws.
(c) BUSINESS AND BACKGROUND OF NATURAL PERSONS.
CROWN
The information set forth under the caption "Item 10 - Directors and
Executive Officers of the Registrant" in Crown's Annual Report for
the Fiscal Year ended December 31, 1999 on Form 10-K is incorporated
into this Amendment No. 3 to Transaction Statement by reference.
The business address of Mr. Africk and Mr. Dacey is Evolution
Partners, LLC, 1200 North Federal Highway, Suite 211, Boca Raton,
Florida 33432. The business address of Mr. Bunting is Bunting
Management Group, 9690 Deerco Road, Suite 700, Timonium, Maryland
21093. The business address of Mr. Jews is CareFirst BlueCross
BlueShield, 10455 Mill Run Circle, Owings Mills, Maryland 21117. The
business address of Father Ridley is Loyola College of Maryland,
4501 North Charles Street, Baltimore, Maryland 21210. Unless
otherwise noted below, the business address of the executive
officers of Crown is Crown Central Petroleum Corporation, One North
Charles Street, Baltimore, Maryland 21201. The business address of
Mr. Evans is Crown Central Petroleum Corporation, 8201 Park Central
Drive, Richmond, Virginia 23227. The business address of Mr. Marple
and Mr. Wolters is Crown Central Petroleum Corporation, 4747
Bellaire Blvd., Bellaire, Texas 77401. The business address of Mr.
Trembly is Crown Central Petroleum Corporation, 111 Red Bluff Road,
Pasadena, Texas 77506.
None of the directors or officers of Crown was, during the last five
years: (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) party to any judicial or
administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree
or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws,
or a finding of any violation of federal or state securities laws.
All directors and officers of Crown, including Mr. Henry A.
Rosenberg, Jr., are citizens of the United States of America.
ROSEMORE - DIRECTORS
Lisa J. Bertelsen, Director and Vice President of Rosemore since
January 1999. The business address of Lisa J. Bertelsen is Rosemore,
Inc., One North Charles Street, Suite 2300, Baltimore, Maryland
21201.
Jeffrey A. Hoffberger, Director and Vice President of Rosemore since
January 1999; Director of Holdings since July 1999; self-employed
professional audio engineer since 1988. The business address of Mr.
Hoffberger is Music Management Services LLC, 111 South Delancey
Place, Atlantic City, New Jersey 08401.
Judith R. Hoffberger, Director of Rosemore since January 1999;
homemaker.
Ruth R. Marder, Director of Rosemore and Holdings since January
1999; homemaker.
William E. Mayer, Director of Rosemore since January 1999; founding
partner of Development Capital LLC, which invests in private and
public companies. Mr. Mayer has served as a Director of Johns
Manville Corporation since April 1996; Director of Lee Enterprises
since November 1998; Director of Systech Retail Systems, Inc. since
March 2000; Trustee of Colonial Group of Mutual Funds since April
1992; Director of Hambrecht & Quist Group from April 1992 to
December 1999; and Dean of the College of Business and Management at
the University of Maryland from September 1992 to December 1996. The
business address of Mr. Mayer is Development Capital LLC, 500 Park
Avenue, Suite 510, New York, New York 10020.
Donald Mering, Director of Rosemore since January 1999, and a
partner at the law firm of Ober, Kaler, Grimes & Shriver, a
professional corporation, since 1994. The business address of Mr.
Mering is Ober, Kaler, Grimes & Shriver, 120 East Baltimore St.,
Baltimore, MD 21201.
Clive R. G. O'Grady, Director of Rosemore and Holdings since January
1999; Secretary of Rosemore since January 1999. Director of
Attransco, Inc., since May 1996 and partner at the law firm of
McGuire, Woods, Battle & Boothe LLP since 1991. The business address
of Mr. O'Grady is McGuire, Woods, Battle & Boothe LLP, 1750 Tysons
Boulevard, Suite 1800, McLean, Virginia 22102.
Edward L. Rosenberg, Director, President and Chief Executive Officer
of Rosemore since January 1999; Director and President of Holdings;
Director, President and Chief Executive Officer of Rosemore
Aviation, Inc.; Director and President of Rosemore Calvert, Inc.;
Director and Chairman of Tema Oil & Gas Company and Director and
Chairman of Gateway Gathering and Marketing Company since January
1999. Director, President and Chief Executive Officer of RAC.
Prior to joining Rosemore, Mr. Rosenberg was the Executive Vice
President-Supply & Transportation of Crown since February 1998;
Senior Vice President-Supply & Transportation of Crown from May 1996
to January 1998; and Senior Vice President-Administration, Corporate
Development and Long Range Planning of Crown from April 1995 to May
1996. The business address of Mr. Rosenberg is Rosemore, Inc., One
North Charles Street, Suite 2300, Baltimore, Maryland 21201.
Henry A. Rosenberg, Jr., Director and Chairman of the Rosemore Board
since January 1999; Director of Holdings, Rosemore Calvert, Inc.,
Tema Oil and Gas Company and Gateway Gathering and Marketing Company
since January 1999. In addition, Mr. Rosenberg is Chairman of the
Crown Board and President and Chief Executive Officer of Crown.
ROSEMORE - EXECUTIVE OFFICERS
Edward L. Rosenberg - see under the caption "ROSEMORE - DIRECTORS"
above.
Kenneth H. Trout, Executive Vice President of Rosemore since January
1999; Director and Executive Vice President of Holdings since
January 1999; Director of Rosemore Calvert, Inc., Tema Oil and Gas
Company and Gateway Gathering and Marketing Company since January
1999; Director and Executive Vice President of Rosemore Aviation and
Executive Vice President of RAC; Director of Bay National
Corporation since September 1999; Director of Bay National Bank
since April 2000; Director of KCI Technologies, Inc. since January
1999; Chairman of the Board and Director of The National Aquarium
in Baltimore and Director of National Aquarium in Baltimore
Foundation since May 1999; Director of the Maryland Business
Roundtable for Education since 1994; and Vice Chairman of The
College of Notre Dame of Maryland since 1998. Prior to joining
Rosemore, Mr. Trout was the Senior Executive Vice President of
Signet Banking Corporation where he had been employed since July
1970. The business address of Mr. Trout is Rosemore, Inc., One North
Charles Street, Suite 2300, Baltimore, Maryland 21201.
Henry A. Rosenberg, Jr. - see under the caption "ROSEMORE -
DIRECTORS" above.
Barry L. Miller, Senior Vice President, Treasurer and Chief
Financial Officer of Rosemore since January 1999. In addition,
Mr. Miller is the Director and Treasurer of Holdings; Director,
Senior Vice President, Treasurer and Chief Financial Officer of
Rosemore Aviation, Inc.; Treasurer of Rosemore Calvert, Inc., Tema
Oil and Gas Company and Gateway Gathering and Marketing Company; and
Senior Vice President, Treasurer and Chief Financial Officer of RAC.
Prior to the reorganization of American Trading and Production
Corporation, Mr. Miller was employed by American Trading as
Vice President - Taxation. The business address of Mr. Miller is
Rosemore, Inc., One North Charles Street, Suite 2300, Baltimore,
Maryland 21201.
Tommie E. Yates, Senior Vice President of Rosemore; Director and
President of Tema Oil and Gas Company; and Director and President
of Gateway Gathering and Marketing Company since 1999. The business
address of Mr. Yates is Tema Oil and Gas Company, 16430 Park Ten
Place, Suite 500, Houston, Texas 77084.
Lisa J. Bertelsen - see under the caption "ROSEMORE-DIRECTORS"
above.
Jeffrey A. Hoffberger - see under the caption "ROSEMORE-DIRECTORS"
above.
Clive R. G. O'Grady - see under the caption "ROSEMORE-DIRECTORS"
above.
HOLDINGS - DIRECTORS
Ruth R. Marder - see under the caption "ROSEMORE-DIRECTORS" above.
Barry L. Miller - see under the caption "ROSEMORE-EXECUTIVE
OFFICERS" above.
Clive R. G. O'Grady - see under the caption "ROSEMORE-DIRECTORS"
above.
Edward L. Rosenberg - see under the caption "ROSEMORE-DIRECTORS"
above.
Henry A. Rosenberg, Jr. - see under the caption "ROSEMORE-DIRECTORS"
above.
Kenneth H. Trout - see under the caption "ROSEMORE-EXECUTIVE
OFFICERS" above.
HOLDINGS - OFFICERS
Edward L. Rosenberg - see under the caption "ROSEMORE-DIRECTORS"
above.
Kenneth H. Trout - see under the caption "ROSEMORE-EXECUTIVE
OFFICERS" above.
Barry L. Miller - see under the caption "ROSEMORE-EXECUTIVE
OFFICERS" above.
RAC - SOLE DIRECTOR
Edward L. Rosenberg - see under the caption "ROSEMORE-DIRECTORS"
above.
RAC - EXECUTIVE OFFICERS
Edward L. Rosenberg - see under the caption "ROSEMORE-DIRECTORS"
above.
Kenneth H. Trout - see under the caption "ROSEMORE-EXECUTIVE
OFFICERS" above.
Barry L. Miller - see under the caption "ROSEMORE-EXECUTIVE
OFFICERS" above.
None of the directors or officers of Rosemore, Holdings and RAC
was, during the last five years: (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
(b) party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the person
from future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violation of
federal or state securities laws.
All directors and executive officers of Rosemore, Holdings and RAC
are citizens of the United States of America.
HENRY A. ROSENBERG, JR.
Henry A. Rosenberg, Jr. - see under the caption "ROSEMORE-DIRECTORS"
above.
ITEM 4. TERMS OF THE TRANSACTION
(a) MATERIAL TERMS. The information set forth under the captions
"SUMMARY - The Merger," "THE MERGER - Merger Consideration,"
"SPECIAL FACTORS - Crown's Reasons for the Merger and Statement as
to the Fairness of the Merger," "SPECIAL FACTORS - Rosemore's
Purposes and Reasons for the Merger," "THE SPECIAL MEETING -
Required Vote," "THE MERGER - Accounting Treatment" and "SPECIAL
FACTORS
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- Federal Income Tax Consequences" in the Proxy Statement is
incorporated into this Amendment No. 3 to Transaction Statement by
reference.
(c) DIFFERENT TERMS. Not applicable.
(d) APPRAISAL RIGHTS. The information set forth under the caption "THE
MERGER - No Appraisal Rights" in the Proxy Statement is incorporated
into this Amendment No. 3 to Transaction Statement by reference.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. None.
(f) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) TRANSACTIONS. The information set forth under the caption "RELATED
PARTY TRANSACTIONS" in the Proxy Statement is incorporated into this
Amendment No. 3 to Transaction Statement by reference.
(b) SIGNIFICANT CORPORATE EVENTS. The information set forth under the
caption "SPECIAL FACTORS - Background of the Merger" in the Proxy
Statement is incorporated into this Amendment No. 3 to Transaction
Statement by reference.
(c) NEGOTIATIONS OR CONTACTS. The information set forth under the
caption "SPECIAL FACTORS - Background of the Merger" in the Proxy
Statement is incorporated into this Amendment No. 3 to Transaction
Statement by reference.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The
information set forth under the captions "THE MERGER AGREEMENT"
and "SHAREHOLDER RIGHTS PLAN" in the Proxy Statement is incorporated
into this Amendment No. 3 to Transaction Statement by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) USE OF SECURITIES ACQUIRED. The information set forth under the
captions "SPECIAL FACTORS - Effects of the Merger" and "THE MERGER -
Delisting and Deregistration of Crown Common Stock after the Merger"
in the Proxy Statement is incorporated into this Amendment No. 3 to
Transaction Statement by reference.
(c) PLANS. The information set forth under the captions "SPECIAL
FACTORS - Rosemore's Plans for Crown after the Merger" and "THE
MERGER - Delisting and Deregistration of Crown Common Stock after
the Merger" in the Proxy Statement is incorporated into this
Amendment No. 3 to Transaction Statement by reference.
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ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a) PURPOSES. The information set forth under the captions "SPECIAL
FACTORS - Crown's Purposes of the Merger," "SPECIAL FACTORS -
Rosemore's Purposes and Reasons for the Merger" and "SPECIAL
FACTORS - Henry A. Rosenberg, Jr.'s Reasons for the Merger and
Statement as to the Fairness of the Merger" in the Proxy Statement
is incorporated into this Amendment No. 3 to Transaction Statement
by reference.
(b) ALTERNATIVES. The information set forth under the captions "SPECIAL
FACTORS - Background of the Merger," "SPECIAL FACTORS - Crown's
Reasons for the Merger and Statement as to the Fairness of the
Merger," "SPECIAL FACTORS - Rosemore's Purposes and Reasons for the
Merger" and "SPECIAL FACTORS - Henry A. Rosenberg, Jr.'s Reasons
for the Merger and Statement as to the Fairness of the Merger" in
the Proxy Statement is incorporated into this Amendment No. 3 to
Transaction Statement by reference.
(c) REASONS. The information set forth under the captions "SPECIAL
FACTORS - Background of the Merger," "SPECIAL FACTORS - Crown's
Purposes of the Merger," "SPECIAL FACTORS - Crown's Reasons for the
Merger and Statement as to the Fairness of the Merger," "SPECIAL
FACTORS -Rosemore's Purposes and Reasons for the Merger" and
"SPECIAL FACTORS - Henry A. Rosenberg, Jr.'s Reasons for the Merger
and Statement as to the Fairness of the Merger" in the Proxy
Statement is incorporated into this Amendment No. 3 to Transaction
Statement by reference.
(d) EFFECTS. The information set forth under the captions "SPECIAL
FACTORS - Effects of the Merger," "SPECIAL FACTORS - Federal Income
Tax Consequences" and "THE MERGER - Delisting and Deregistration of
Crown Common Stock after the Merger" in the Proxy Statement is
incorporated into this Amendment No. 3 to Transaction Statement by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) FAIRNESS. The information set forth under the captions "SPECIAL
FACTORS - Crown's Reasons for the Merger and Statement as to the
Fairness of the Merger," "SPECIAL FACTORS - Rosemore's Statement as
to the Fairness of the Merger" and "SPECIAL FACTORS - Henry A.
Rosenberg, Jr.'s Reasons for the Merger and Statement as to the
Fairness of the Merger" in the Proxy Statement is incorporated into
this Amendment No. 3 to Transaction Statement by reference.
(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set
forth under the captions "SPECIAL FACTORS - Crown's Reasons for the
Merger and Statement as to the Fairness of the Merger," "SPECIAL
FACTORS - Rosemore's Statement as to the Fairness of the Merger" and
"SPECIAL FACTORS - Henry A. Rosenberg, Jr.'s Reasons for the Merger
and Statement as to the Fairness of the Merger" in the Proxy
Statement is incorporated into this Amendment No. 3 to Transaction
Statement by reference.
(c) APPROVAL OF SECURITY HOLDERS. The information set forth under the
captions "THE SPECIAL MEETING - Required Vote," "SPECIAL FACTORS -
Background of the Merger" and "SPECIAL FACTORS - Crown's Reasons
for the Merger and Statement as to the Fairness of the Merger" in
the Proxy Statement is incorporated into this Amendment No. 3 to
Transaction Statement by reference.
(d) UNAFFILIATED REPRESENTATIVE. The information set forth under the
captions "SPECIAL FACTORS - Background of the Merger" and "SPECIAL
FACTORS - Crown's Reasons for the Merger and Statement as to the
Fairness of the Merger" in the Proxy Statement is incorporated into
this Amendment No. 3 to Transaction Statement by reference.
(e) APPROVAL OF DIRECTORS. The information set forth under the caption
"SPECIAL FACTORS - Background of the Merger" in the Proxy Statement
is incorporated into this Amendment No. 3 to Transaction Statement
by reference.
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(f) OTHER OFFERS. The information set forth under the captions "SPECIAL
FACTORS - Background of the Merger" and "SPECIAL FACTORS - Crown's
Reasons for the Merger and Statement as to the Fairness of the
Merger" in the Proxy Statement is incorporated into this
Amendment No. 3 to Transaction Statement by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
(a) REPORT, OPINION OR APPRAISAL. The information set forth under the
captions "SPECIAL FACTORS - Opinion of Credit Suisse First Boston"
and "SPECIAL FACTORS - Financial Report Prepared by Aegis Muse" in
the Proxy Statement is incorporated into this Amendment No. 3 to
Transaction Statement by reference.
(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. The
information set forth under the captions "SPECIAL FACTORS - Opinion
of Credit Suisse First Boston" and "SPECIAL FACTORS - Financial
Report Prepared by Aegis Muse" in the Proxy Statement is
incorporated into this Amendment No. 3 to Transaction Statement by
reference.
(c) AVAILABILITY OF DOCUMENTS. The information set forth under the
caption "WHERE YOU CAN FIND MORE INFORMATION" in the Proxy Statement
is incorporated into this Amendment No. 3 to Transaction Statement
by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) SOURCE OF FUNDS. The information set forth under the caption "THE
MERGER - Merger Financing; Expenses of the Merger" in the Proxy
Statement is incorporated into this Amendment No. 3 to Transaction
Statement by reference.
(b) CONDITIONS. None.
(c) EXPENSES. The information set forth under the caption "THE MERGER -
Merger Financing; Expenses of the Merger" in the Proxy Statement is
incorporated into this Amendment No. 3 to Transaction Statement by
reference.
(d)(1) BORROWED FUNDS. The information set forth under the caption "THE
MERGER - Merger Financing; Expenses of the Merger" in the Proxy
Statement is incorporated into this Amendment No. 3 to Transaction
Statement by reference.
(d)(2) None.
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ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) SECURITIES OWNERSHIP. The information set forth under the caption
"SECURITY OWNERSHIP OF FIVE PERCENT BENEFICIAL OWNERS AND
MANAGEMENT" in the Proxy Statement is incorporated into this
Amendment No. 3 to Transaction Statement by reference.
(b) SECURITIES TRANSACTIONS. The information set forth under the caption
"SECURITY OWNERSHIP OF FIVE PERCENT BENEFICIAL OWNERS AND
MANAGEMENT - Directors and Officers" in the Proxy Statement is
incorporated into this Amendment No. 3 to Transaction
Statement by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The
information set forth under the captions "THE SPECIAL MEETING -
Required Vote," "SPECIAL FACTORS - Background of the Merger,"
"SPECIAL FACTORS - Crown's Purposes of the Merger," "SPECIAL
FACTORS -Recommendation of Crown's Board of Directors," "SPECIAL
FACTORS -Crown's Reasons for the Merger and Statement as to the
Fairness of the Merger," "SPECIAL FACTORS - Rosemore's Purposes and
Reasons for the Merger," "SPECIAL FACTORS - Rosemore's Statement as
to the Fairness of the Merger" and "SPECIAL FACTORS - Henry A.
Rosenberg, Jr.'s Reasons for the Merger and Statement as to the
Fairness of the Merger" in the Proxy Statement is incorporated into
this Amendment No. 3 to Transaction Statement by reference.
(e) RECOMMENDATIONS OF OTHERS. The information set forth under the
caption "SPECIAL FACTORS - Recommendation of Crown's Board of
Directors" in the Proxy Statement is incorporated into this
Amendment No. 3 to Transaction Statement by reference.
ITEM 13. FINANCIAL STATEMENTS
(a) FINANCIAL INFORMATION. The information set forth under the captions
"SELECTED CONSOLIDATED FINANCIAL INFORMATION OF CROWN" in the Proxy
Statement, "ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA" in Crown's Annual Report for the Fiscal Year ended December
31, 1999 on Form 10-K and "Item 1 - FINANCIAL STATEMENTS" in Crown's
Quarterly Report for the Quarter ended March 31, 2000 on Form 10-Q
is incorporated into this Amendment No. 3 to Transaction Statement
by reference.
(b) PRO FORMA INFORMATION. Not applicable.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
(a) SOLICITATIONS OR RECOMMENDATIONS. The information set forth under
the caption "THE SPECIAL MEETING - Solicitation of Proxies" in the
Proxy Statement is incorporated into this Amendment No. 3 to
Transaction Statement by reference.
(b) EMPLOYEES AND CORPORATE ASSETS. Not applicable.
ITEM 15. ADDITIONAL INFORMATION
(b) None.
8
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ITEM 16. EXHIBITS
(a)(1) Letter to Stockholders from the Chairman of the Crown Board,
incorporated by reference to Schedule 14A filed by Crown with
the Securities and Exchange Commission on July 21, 2000
(a)(2) Letter to Stockholders from the Chairman of the Crown
Independent Committee, incorporated by reference to Schedule 14A
filed by Crown with the Securities and Exchange Commission on
July 21, 2000
(a)(3) Notice of Special Meeting of Stockholders, incorporated by
reference to Schedule 14A filed by Crown with the Securities and
Exchange Commission on July 21, 2000
(a)(4) Definitive Proxy Statement, incorporated by reference to
Schedule 14A filed by Crown with the Securities and Exchange
Commission on July 21, 2000
(a)(5) Revised Form of Proxy, incorporated by reference to an Appendix
to Schedule 14A filed by Crown with the Securities and Exchange
Commission on July 21, 2000
(a)(6)* Annual Report of Crown for the Fiscal Year ended December 31,
1999, incorporated by reference to Form 10-K/A filed with
the Securities and Exchange Commission on April 20, 2000
(a)(7)* Quarterly Report of Crown for the Quarter ended March 31, 2000,
incorporated by reference to Form 10-Q filed with the Securities
and Exchange Commission on May 11, 2000
(b)(1)* Commitment Letter dated May 15, 2000 from First Union
National Bank to Rosemore Holdings
(c)(1)* Fairness Opinion of Credit Suisse First Boston Corporation,
dated April 7, 2000
(c)(2)* Credit Suisse First Boston Board Presentation received by the
Crown Independent Committee at its meeting on April 7, 2000
(c)(3)* Fairness Opinion of Aegis Muse Associates LLC to the Rosemore
Board of Directors, dated April 7, 2000
(c)(4)* Aegis Muse Associates LLC Board Presentation received by the
Rosemore Special Committee at its meeting on March 6, 2000
(d)(1)* Agreement and Plan of Merger, dated as of April 7, 2000, among
Crown, Rosemore and RAC (incorporated herein by reference to
Exhibit A to the Proxy Statement)
(d)(2)* Rights Agreement, dated as of February 1, 2000, between Crown
and First Union National Bank, as rights agent, incorporated by
reference to Exhibit 1 to the Form 8-A filed on February 3, 2000
with the Securities and Exchange Commission
(d)(3)* First Amendment to the Rights Agreement, dated as of April 10,
2000, between Crown and First Union National Bank, as rights
agent, incorporated by reference to Exhibit 4 to the Current
Report on Form 8-K filed with the Securities and Exchange
Commission on April 10, 2000
(f) Not applicable
(g) Not applicable
* Previously Filed
9
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 to Transaction
Statement is true, complete and correct.
ROSEMORE, INC.
By: /s/ Edward L. Rosenberg
-------------------------------
Name: Edward L. Rosenberg
Title: President and
Chief Executive Officer
Dated: July 21, 2000
ROSEMORE HOLDINGS, INC.
By: /s/ Edward L. Rosenberg
--------------------------------
Name: Edward L. Rosenberg
Title: President
Dated: July 21, 2000
ROSEMORE ACQUISITION CORPORATION
By: /s/ Edward L. Rosenberg
--------------------------------
Name: Edward L. Rosenberg
Title: President and
Chief Executive Officer
Dated: July 21, 2000
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/ John E. Wheeler, Jr.
--------------------------------
Name: John E. Wheeler, Jr.
Title: Executive Vice President -
Chief Financial Officer
Dated: July 21, 2000
HENRY A. ROSENBERG, JR.
/s/ Henry A. Rosenberg, Jr.
--------------------------------
Name: Henry A. Rosenberg, Jr.
Dated: July 21, 2000
10
