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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Crown Central Petroleum Corporation
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(Exact name of registrant as specified in its charter)
Maryland 52-0550682
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(State of incorporation or organization) (I.R.S. Employer Identification
No.)
One North Charles Street, Baltimore, Maryland 21201
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Series A Preferred Stock Purchase Rights American Stock Exchange
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Series B Preferred Stock Purchase Rights American Stock Exchange
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box X
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
Securities Act registration statement file number to which this form
relates: -------------- (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
N/A
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(Title of class)
N/A
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(Title of class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
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On April 7, 2000 the Board of Directors of Crown Central Petroleum
Corporation (the "Company) voted to adopt a First Amendment to Rights
Agreement (the "First Amendment") for the purpose of amending Section 7(a)
of the Rights Agreement (the "Rights Agreement"), dated as of February 1,
2000 between Crown Central Petroleum Corporation (the "Company") and First
Union National Bank, as Rights Agent (the "Rights Agent"). The First
Amendment amends Section 7(a) of the Rights Agreement to provide that the
Final Expiration Date of the Rights Agreement shall be the first to occur
of the Close of Business on February 14, 2001 or immediately prior to
acceptance by the State Department of Assessments and Taxation of Maryland
of articles of merger consummating the merger transaction by and between
the Company and Rosemore Acquisition Corporation, a Maryland corporation
("RAC"), pursuant to the terms and conditions set forth in that certain
Agreement and Plan of Merger dated as of April 7, 2000 by and among the
Company, RAC and Rosemore, Inc., a Maryland corporation. A copy of the
First Amendment was previously filed as EXHIBIT 4 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on April 10,
2000. A copy of the First Amendment is available free of charge from the
secretary of the Company at One North Charles Street, Baltimore, Maryland
21201.
The information in Item 1 of Form 8-A filed by the registrant with
the Securities and Exchange Commission on February 3, 2000 relating to the
Series A Rights and the Series B Rights of the Company is hereby amended
to read as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The following is a summary of the principal terms of the Rights Agreement
(the "Rights Agreement") dated as of February 1, 2000, as amended by the
First Amendment of Rights Agreement dated as of April 10, 2000, between
Crown Central Petroleum Corporation (the "Company") and First Union
National Bank, as Rights Agent (the "Rights Agent"), which is qualified in
its entirety by reference to the text of the Rights Agreement. A copy of
the Rights Agreement is attached hereto as Exhibit 4 and is incorporated
herein by reference. A copy of the Rights Agreement is available free of
charge from the secretary of the Company at One North Charles Street,
Baltimore, Maryland 21201.
(a) DECLARATION OF DIVIDEND
On February 1, 2000, the Board of Directors of the Company declared a
dividend of one Series A preferred share purchase right (a "Series A
Right") for each outstanding share of Class A Common Stock, par value
$5.00 per share, of the Company (the "Class A Common Stock") and one
Series B preferred share purchase right (a "Series B Right" and together
with the Series A Rights, collectively, the "Rights") for each outstanding
share of Class B Common Stock, par value $5.00 per share, of the Company
(the "Class B Common Stock" and together with the Class A Common Stock,
collectively, the "Common Stock"). The dividend is payable on February 15,
2000 (the "Record Date") to the stockholders of record on that date. Under
certain circumstances (set forth in Section (b) below), (i) each Series A
Right entitles the registered holder to purchase from the Company one one-
thousandth (1/1000) of a share of Series
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A Junior Participating Preferred Stock of the Company, no par value (the
"Series A Preferred Stock") at a price of $16 (subject to adjustment as
provided in the Rights Agreement) per one one-thousandth (1/1000) of a
share of Series A
Preferred Stock (the "Series A Purchase Price") and (ii) each Series B
Right entitles the registered holder to purchase from the Company one one-
thousandth (1/1000) of a share of Series B Junior Participating Preferred
Stock of the Company, no par value (the "Series B Preferred Stock" and
together with the Series A Preferred Stock, collectively, the "Preferred
Stock") at a price of $16 (subject to adjustment as provided in the Rights
Agreement) per one one-thousandth (1/1000) of a share of Series B
Preferred Stock (the "Series B Purchase Price" and together with the
Series A Purchase Price, collectively, the "Purchase Price").
(b) EXERCISE OF RIGHTS
The Rights may not be exercised until the earlier to occur of: (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired (other than
through an Approved Transaction as discussed below), with respect to
either class of Common Stock, beneficial ownership of (1) a number of
shares that exceeds 15% of the total number of then outstanding shares of
such class of Common Stock (for any person who on the date of the Rights
Agreement beneficially owned a number of shares that is less than 14% of
the total number of then outstanding shares of a class of Common Stock),
or (2) the number of shares as disclosed on such Person's Schedule 13D or
13G, as the case may be, most recently filed with the Securities and
Exchange Commission prior to the date of the Rights Agreement, plus an
additional number of shares of such class of Common Stock that exceeds 1%
of the total number of shares of such class of Common Stock outstanding as
of the date of the Rights Agreement (for any person who on the date of the
Rights Agreement beneficially owned a number of shares that is equal to or
exceeds 14% of the total number of outstanding shares of either class of
Common Stock) (either (1) or (2) above is hereinafter referred to as a
"Substantial Block" of Common Stock); or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors of the
Company prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer (other than a tender
offer which is an Approved Transaction) or exchange offer the consummation
of which may result in the beneficial ownership by a person or group of a
Substantial Block (the earlier of such dates described in clauses (i) and
(ii) being referred to as the "Distribution Date").
Under the Rights Agreement, an Approved Transaction means either (i) a
tender offer to all of the holders of each class of Common Stock (A) which
provides for the acquisition by the tender offeror of all of the issued
and outstanding shares of both Class A Common and Class B Common (other
than shares of Common Stock held by an Acquiring Person or its Associates
or Affiliates) solely for cash; (B) following which tender offer the
tender offeror exercises reasonable best efforts to consummate a statutory
merger within 90 days of the date of the tender offer pursuant to which
the shares of Common Stock not tendered pursuant to the tender offer are
exchanged for cash on terms no less favorable to the holders of such
Common Stock as was offered in the tender offer; and (C) which a majority
of the Board of Directors of the Company, prior to the date on which such
tender offer was commenced, shall have approved and, after receiving
advice from one or more investment banking firms, determined to be fair to
the holders
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of Common Stock from a financial point of view, taking into
account all factors which such Directors deem relevant including, without
limitation, values indicated in light of long-term prospects or business
plans or aggregate prices or values which could reasonably be achieved if
part or all of the Company or its assets were sold or restructured on an
orderly basis designed to realize maximum long-term value; or (ii) a
statutory merger (A) in which all shares of Common Stock are exchanged for
cash, and (B) which a majority of the Board of Directors of the Company,
prior to the date on which the merger was agreed upon, shall have approved
and, after receiving advice from one or more investment banking firms,
determined to be fair to the holders of the Common Stock from a financial
point of view, taking into account all factors which such Directors deem
relevant including, without limitation, values indicated in light of long-
term prospects or business plans or aggregate prices or values which could
reasonably be achieved if part or all of the Company or its assets were
sold or restructured on an orderly basis designed to realize maximum long-
term value. No one can become an Acquiring Person solely as a result of
acquiring securities pursuant to and in accordance with an Approved
Transaction.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. The Rights will expire on the first
to occur of the Close of Business on February 14, 2001 or immediately
prior to acceptance by the State Department of Assessments and Taxation of
Maryland of articles of merger consummating the merger transaction by and
between the Company and Rosemore Acquisition Corporation, a Maryland
corporation, pursuant to the terms and conditions set forth in that
certain Agreement and Plan of Merger dated as of April 7, 2000 by and
among the Company, Rosemore Acquisition Corporation and Rosemore, Inc.,
unless the Company exchanges the Rights as described in Section (g) below
or redeems the Rights as described in Section (h) below.
(c) CERTIFICATION OF RIGHTS
Until the Distribution Date, the Rights will be evidenced, with respect to
any of the Common Stock outstanding as of the Record Date, by certificates
evidencing shares of such Common Stock having a copy of a summary of
rights in the form attached to the Rights Agreement as EXHIBIT B (the
"Summary of Rights") attached thereto. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Company's Common
Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights associated with
such Common Stock.
(d) TRANSFER OF RIGHTS
Until the Distribution Date (or earlier redemption or expiration of the
Rights):
(i) the Rights will be transferred with and only with the Common Stock;
(ii) upon transfer or new issuance of Common Stock, new certificates for
shares of Common Stock issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference; and
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(iii) the transfer of any Common Stock outstanding as of the Record Date,
including surrender for transfer of any certificates therefor even without
such notation or a copy of the Summary of Rights being attached thereto,
will also constitute the transfer of the Rights associated with such
Common Stock.
(e) ANTI-DILUTION AND OTHER INVESTOR PROTECTIONS
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders
of the Preferred Stock of certain rights or warrants to subscribe for or
purchase shares of Preferred Stock at a price, or securities convertible
into Preferred Stock with a conversion price, less than the then-current
market price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in shares of Preferred Stock) or of
subscription rights or warrants (other than those referred to above). With
certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price.
The number of outstanding Rights and the number of one one-thousandths
(1/1000) of a share of Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the
Common Stock or a stock dividend on the Common Stock payable in shares of
Common Stock or subdivisions, consolidations or combinations of the Common
Stock occurring, in any such case, prior to the Distribution Date.
In the event that the Company is acquired in a merger or other business
combination transaction other than an Approved Transaction or 50% or more
of its consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, proper provisions will be made so
that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of
affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that number
of shares of Common Stock having a market value of two times the exercise
price of the Right.
The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one
one-thousandth (1/1000) of a share of Preferred Stock) upon exercise of
the Rights or to distribute certificates which evidence fractional shares
of Preferred Stock (other than fractions which are integral multiples of
one one-thousandth (1/1000) of a share of Preferred Stock). Fractions of
shares of Preferred Stock in integral multiples of one one-thousandth
(1/1000) of a share of Preferred Stock may, at the election of the
Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between
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the Company and a depositary selected by it; provided that such agreement
shall provide that the holders of such depositary receipts shall have all
the rights, privileges and preferences to which they are entitled as
beneficial owners of the shares of Preferred Stock represented by such
depositary receipts.
In lieu of fractional shares of Preferred Stock that are not integral
multiples of one one-thousandth (1/1000) of a share of Preferred Stock,
the Company may, at its option, either (i) pay to any registered holder of
a Right Certificate at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current
market value of one share of Preferred Stock, or (ii) round up any
fractional share of Preferred Stock to the next highest integral multiple
of one one-thousandth (1/1000) of a share of Preferred Stock and issue
such next highest integral multiple of one one-thousandth (1/1000) of a
share of Preferred Stock.
(f) RIGHTS AND PREFERENCES OF THE UNDERLYING PREFERRED STOCK
Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable. Each share of Preferred Stock will have a minimum
preferential quarterly dividend in an amount per share equal to the
greater of (i) $1.00, or (ii) subject to certain adjustments, 1000 times
the aggregate per share amount of all cash dividends, and 1000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in corresponding Common
Stock or a subdivision of the outstanding Common Stock (by
reclassification or otherwise), declared on the corresponding Common
Stock, since the date of the immediately preceding quarterly dividend
payment or, with respect to the date of the first quarterly dividend
payment, since the first issuance of any share or fraction of a share of
Preferred Stock. In the event of liquidation, the holders of shares of
Preferred Stock will receive a preferential liquidation payment equal to
the greater of $1.00 per share, plus accrued and unpaid dividends and
distributions thereon, or 1000 times the payment made per share of
corresponding Common Stock. Each share of Series A Preferred Stock will
have 1000 votes and each share of Series B Preferred Stock will have 100
votes, voting together with the Common Stock on all matters on which the
shares of Class A Common and the shares of Class B Common vote together
and, to the extent entitled to vote for the election or removal of
Directors, separately by class for the election or removal of Directors.
If, on any record date for determining stockholders entitled to vote for
the election or removal of Directors, a certain threshold number of shares
of Series A Preferred Stock is then issued and outstanding (as such
threshold is determined pursuant to the Articles Supplementary attached as
EXHIBIT 3(i) hereto), the holders of Series A Preferred Stock will then
have the ability to elect and remove one more Director than the number of
Directors the Class A Common Stock is then entitled to elect and remove.
If, on any record date for determining stockholders entitled to vote for
the election or removal of Directors, a certain threshold number of shares
of Series B Preferred Stock is then issued and outstanding (as such
threshold is determined pursuant to the Articles Supplementary attached as
EXHIBIT 3(i) hereto), the holders of Series B Preferred Stock will then be
entitled to elect two Directors.
In the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each share of Preferred Stock will
be entitled to receive 1000 times the amount received per share of
corresponding Common Stock. These rights are protected by customary
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antidilution provisions. Because of the nature of the dividend,
liquidation and voting rights of the Preferred Stock, the value of one
one-thousandth (1/1000) interest in a share of Series A Preferred Stock
purchasable upon exercise of each Series A Right should approximate the
value of one share of Class A Common Stock and the value of one one-
thousandth (1/1000) interest in a share of Series B Preferred Stock
purchasable upon exercise of each Series B Right should approximate the
value of one share of Class B Common Stock.
(g) BOARD'S ABILITY TO EXCHANGE THE RIGHTS
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an exchange ratio of
one share of Common Stock, or one one-thousandth (1/1000) of a share of
Preferred Stock (or of a share of a class or series of the Company's
Preferred Stock having equivalent rights, preferences and privileges), per
Right, subject to adjustment.
(h) BOARD'S ABILITY TO REDEEM THE RIGHTS
At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of a Substantial Block of
either class of Common Stock, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.001 per Right
or, at the option of the Board of Directors, for one one-thousandth
(1/1000) of a share of Class A Common Stock per Series A Right and one
one-thousandth (1/1000) of a share of Class B Common Stock per Series B
Right (either, the "Redemption Price"). The redemption of the Rights may
be made effective at such time on such basis with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of the Rights will be to
receive the Redemption Price.
(i) AMENDMENT
The terms of the Rights may be amended in certain respects by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as any person or group of affiliated
or associated persons becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
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Item 2. Exhibits
Exhibit No. Description
3 Articles Supplementary setting forth the designation,
preferences and rights of the Series A Junior Participating
Preferred Stock and the Series B Junior Participating
Preferred Stock of Crown Central Petroleum Corporation dated
February 1, 2000, previously filed as Exhibit 3(i) to the
registration statement on Form 8-A filed with the Commission
on February 3, 2000 under the Exchange Act of 1934, as
amended (the "Form 8-A").
4.1 Rights Agreement dated as of February 1, 2000 between the
Company and First Union National Bank, as Rights Agent,
previously filed as Exhibit 4 to the Form 8-A.
4.2 First Amendment to Rights Agreement dated as of April 10,
2000 between the Company and First Union National Bank, as
Rights Agent, previously filed as Exhibit 4 to the Current
Report on Form 8-K filed with the Commission on April 10,
2000 (the "Form 8-K").
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CROWN CENTRAL PETROLEUM CORPORATION
By:/s/ John E. Wheeler, Jr.
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Name: John E. Wheeler, Jr.
Title: Executive Vice President--Chief
Financial Officer
Date: April 19, 2000
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EXHIBIT INDEX
Exhibit No. Description
3 Articles Supplementary setting forth the designation
preferences and rights of the Series A Junior Participating
Preferred Stock and the Series B Junior Participating
Preferred Stock of Crown Central Petroleum Corporation dated
February 1, 2000, previously filed as Exhibit 3(i) to the
Current Report on Form 8-A filed with the Commission on
February 3, 2000 (the "Form 8-A").
4.1 Rights Agreement dated as of February 1, 2000 between the
Company and First Union National Bank, as Rights Agent,
previously filed as Exhibit 4 to the Form 8-A.
4.2 First Amendment to Rights Agreement dated as of April 10,
2000 between the Company and First Union National Bank, as
Rights Agent, previously filed as Exhibit 4 to the Current
Report on Form 8-K filed with the Commission on April 10,
2000 (the "Form 8-K").
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Exhibit 4.2
CROWN CENTRAL PETROLEUM CORPORATION
and
FIRST UNION NATIONAL BANK,
Rights Agent
FIRST AMENDMENT TO RIGHTS AGREEMENT
Dated as of April 10, 2000
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FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "First Amendment") is
entered into as of the 10th day of April, 2000, by and between Crown
Central Petroleum Corporation, a Maryland corporation (the "Company"), and
First Union National Bank, a national banking association, as rights agent
(the "Rights Agent"), and amends that certain Rights Agreement dated as of
February 1, 2000 by and between the Company and the Rights Agent (the
"Rights Agreement").
RECITALS
A. On February 1, 2000, in order to preserve for stockholders the
long-term value of the Company, the Board of Directors of the Company
adopted resolutions authorizing, among other things, (i) a dividend with
respect to shares of common stock of the Company outstanding on February
15, 2000 of one Series A Preferred share purchase right (a "Series A
Right") for each share of Class A Common and one Series B Preferred share
purchase right (a "Series B Right") for each share of Class B Common (the
Series A Rights and the Series B Rights are hereinafter collectively
referred to as the "Rights"), (ii) execution of the Rights Agreement by
the Company and the Rights Agent in order to set forth certain terms and
conditions with respect to the Rights, and (iii) the appointment of the
Rights Agent under the Rights Agreement.
B. The Rights Agent and the Company then entered into the Rights
Agreement.
C. Section 27 of the Rights Agreement permits amendment thereof
upon execution by the Company and the Rights Agent of a written agreement
setting forth such amendment.
D. The Company and the Rights Agent desire to amend the Rights
Agreement to change the definition of "Final Expiration Date" in Section
7(a).
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Rights Agent hereby agree that
the Rights Agreement is amended as follows:
1. Section 7(a) of the Rights Agreement is hereby deleted and the
following new Section 7(a) inserted in lieu thereof:
The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as
otherwise provided herein), in whole or in part, at
any time after the Distribution Date, upon surrender
of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to
the Rights Agent at the principal office of the Rights
Agent, together with payment of the Purchase Price for
each one one-thousandth of a share of Series A
Preferred or Series B Preferred as to which the Rights
are exercised, at or prior to the first to occur of
the following (i) the earlier of the Close of Business
on February 14, 2001 or that time which is immediately
prior to acceptance by the State Department of
Assessments and Taxation of Maryland of articles of
merger consummating the merger transaction by and
between the Company and Rosemore Acquisition
Corporation, a Maryland corporation ("RAC"), pursuant
to the terms and conditions set forth in that certain
Agreement and Plan of Merger dated April 7, 2000 by
and among the Company, RAC and Rosemore, Inc., a
Maryland corporation
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(the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), or (iii)
the time at which such Rights are exchanged as
provided in Section 24 hereof.
2. The Recitals set forth at the beginning of this
First Amendment are incorporated herein.
3. Except as amended by this First Amendment, the Rights
Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and attested, all as of the day and year
first above written.
ATTEST: FIRST UNION NATIONAL BANK,
as Rights Agent
/s/ Kenneth E. Staab By: /s/ James M. Clark
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Name: James M. Clark
Title: Vice President
ATTEST: CROWN CENTRAL PETROLEUM
CORPORATION
/s/ Dolores Rawlings By: /s/ John E. Wheeler, Jr.
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Name: John E. Wheeler, Jr.
Title: Executive Vice President -
Chief Financial Officer
