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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16)<F*>
CROWN CENTRAL PETROLEUM CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $5 PER SHARE
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(Title of Class of Securities)
00228219101
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(CUSIP Number)
JAMES F. SANDERS, ESQ.
8182 MARYLAND AVE., SUITE 307
ST. LOUIS, MISSOURI 63105
(314) 889-0218
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 25, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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.
[FN]
<F*> The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
Page 1 of 6
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This Amendment No. 16 to Schedule 13D amends Items 4 and 7 of Amendment
No. 15 to Schedule 13D filed jointly on July 17, 2000 ("Amendment No. 15") by
the parties named herein. Except as specifically amended hereby, all other
provisions of Amendment No. 15 and prior Amendments (as applicable) remain in
full force and effect. The referenced Items are, respectively, amended as
follows:
ITEM 4. PURPOSE OF TRANSACTION.
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Item 4 of Amendment No. 15 is amended to add at the end thereof the
following paragraph:
On July 25, 2000, Apex submitted a letter to the Company requesting that
the Company's Board of Directors take certain actions to permit a tender
offer by Apex for shares of common stock of the Company without triggering the
Company's existing shareholder rights plan. The proposed tender offer would be
at $10.50 per share and would be offered to all holders of the Company's common
stock. Apex requested that the Company either amend or redeem the shareholder
rights plan so as to permit the tender offer to occur free of the rights plan.
Apex believes the proposed tender offer would be beneficial to shareholders and
allow them to receive a higher price for their shares than is currently
offered in the Company's proposed merger with Rosemore. A copy of the letter
is filed as an exhibit to this Amendment No. 16 and is incorporated by
reference herein. As of the time of filing of this Amendment, the Company's
Board of Directors had not responded to Apex's request.
ITEM 7. MATERIAL TO BE FILED AS EXHIBIT.
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The following are filed herewith as exhibits:
Exhibit XI: Joint Filing Agreement pursuant to Rule 13-d-1(k).
Exhibit XII: Copy of Letter dated July 25, 2000, from Apex Oil Company, Inc.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, I certify that the information set forth in this statement
is true, complete and correct.
Dated: July 27, 2000
/s/ Paul A. Novelly
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Paul A. Novelly
Golnoy Barge Company, Inc.
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Vice President
Novelly Exempt Trust dated August 12, 1992
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Trustee
By: /s/ John K. Pruellage
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John K. Pruellage, Trustee
The Capital Trust dated February 4,1994
By: /s/ Douglas D. Hommert
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Douglas D. Hommert, Trustee
By: /s/ William Lauber
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William Lauber, Trustee
/s/ P.A. Novelly, II
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P.A. Novelly, II
/s/ John K. Pruellage
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John K. Pruellage
/s/ Douglas D. Hommert
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Douglas D. Hommert
/s/ William Lauber
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William Lauber
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EXHIBIT XI TO AMENDMENT TO SCHEDULE 13-D
JOINT FILING AGREEMENT
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Dated as of July 27, 2000
The undersigned each hereby agree that the Amendment No. 16 to Schedule
13D filed herewith, relating to the Class A Common Stock of Crown Central
Petroleum Corporation, is filed on behalf of each of the undersigned.
Dated: July 27, 2000
/s/ Paul A. Novelly
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Paul A. Novelly
Golnoy Barge Company, Inc.
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Vice President
Novelly Exempt Trust dated August 12, 1992
By: /s/ P.A. Novelly, II
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P.A. Novelly, II, Trustee
By: /s/ John K. Pruellage
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John K. Pruellage, Trustee
The Capital Trust dated February 4,1994
By: /s/ Douglas D. Hommert
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Douglas D. Hommert, Trustee
By: /s/ William Lauber
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William Lauber, Trustee
/s/ P.A. Novelly, II
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P.A. Novelly, II
/s/ John K. Pruellage
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John K. Pruellage
/s/ Douglas D. Hommert
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Douglas D. Hommert
/s/ William Lauber
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William Lauber
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EXHIBIT XII TO AMENDMENT TO SCHEDULE 13-D
Copy of Letter from Apex Oil Company, Inc.
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July 25, 2000
Mr. Michael F. Dacey
Chairman
Independent Committee of Directors
Crown Central Petroleum Corporation
One North Charles
Baltimore, Maryland 21201
Dear Mr. Dacey:
On July 24, 2000, Crown Central Petroleum Corporation filed its definitive
Proxy Statement with the Securities and Exchange Commission to approve the
proposed merger between Crown and Rosemore Acquisition Corporation.
According to the definitive Proxy Statement, you have declined to go forward
with any of Apex Oil Company, Inc.'s previous proposals. The reasons stated
are twofold. First, you consider Apex's financing proposals conditional.
Second, you indicate that Apex's proposals require the consent of Rosemore
and Rosemore has stated that it will not support the Apex proposals.
Your conclusion regarding Apex's financing is curious given that, at our
meeting on July 14, 2000, we authorized you to contact our lenders to discuss
their financing proposals and you declined to do so. Had you made the phone
calls, you would know that the financing was not conditional. Further, I
explicitly stated to Mr. Wheeler that, if there was any portion of our
lenders' financing proposals that you found objectionable, my family's funds
would back such financing with a letter of credit. As such, this effectively
removed any "conditionality" to financing. The statements in your Proxy
Statement to the contrary do not accurately reflect the substance of our
conversations. Apex continues to believe that both its $10.50 per share cash
merger proposal and the stock-for-stock merger proposal (with its $12.50 per
share conditional value rights) are superior to the Rosemore merger.
We believe that your sole reason for turning down Apex's proposals is that
Rosemore would not approve any of Apex's proposed transactions. This is
something you either knew or could have known prior to our meeting, which was
a meeting that you requested. Accordingly we are left to wonder as to your
true purpose for our meeting.
Given that, if consummated, the Apex proposals were sufficient "Superior
Proposals" under the terms of Crown's agreement with Rosemore, the Crown
Board was free to discuss with us and negotiate the Apex proposals. You chose
not to do so. Apex has been willing to execute appropriate confidentiality
arrangements so as to allow us access to confidential information, but the
Crown Board has ignored our requests. This process did not seem at all geared
to maximizing shareholder value, but rather designed to protect and promote
the Rosemore proposal.
It now is time to take the matter directly to Crown's stockholders in the
form of a cash tender offer. Accordingly, we hereby request that Crown amend
its Rights Agreement dated as of February 1, 2000, to allow for an immediate
tender offer that Apex wishes to make for Crown common stock at $10.50 per
share or, in the alternative, redeem the rights issued under the Rights
Agreement so that Apex may make such a tender offer free from the rights
plan. The only further conditions to closing of the proposed tender offer
would be that the tendered shares of Crown common stock represent no less
than 20% of the aggregate voting power of Crown stock then outstanding, that
Apex have the right to vote such shares at
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the upcoming special shareholders meeting and that Apex receive any necessary
regulatory approvals for acquisition of the shares. Because time is of the
essence, a prompt response is required.
There appear no valid grounds for the Crown Board to block Apex's proposed
tender. We request an appropriate amendment to the Rights Agreement making
the proposed tender offer an "Approved Transaction" or otherwise amending the
Rights Agreement so that completion of the proposed tender offer by Apex
would not trigger the rights. Apex's proposed cash tender price per share is
higher than that offered by Rosemore and the offer would be open to all Crown
shareholders. The proposed tender offer bears none of the deleterious effects
on shareholders supposedly protected against by the Rights Agreement.
More appropriately, we believe the rights plan should be redeemed in full at
this time. Since its inception, this highly suspect plan has not benefited
any shareholder other than Rosemore. Adopting the rights plan in the midst of
a takeover battle so as to freeze in place the advantage of an existing
control shareholder (which was a primary participant in the battle) tainted
the plan from the start. Giving the plan only a one year life, with the Crown
Board then accepting a proposal from the controlling shareholder, made things
even worse. Justice and fairness to all other shareholders demands that the
Crown Board redeem the rights plan immediately and allow the non-Rosemore
shareholders to receive a higher price for their shares if they so desire.
Please note that this letter is not a tender offer or an exchange offer, or a
commencement thereof, nor is it a public announcement of Apex's intent to
make a tender offer or exchange offer or to commence the same. At this time,
Apex does not intend to make such a tender offer unless neither announcement
nor completion of the tender offer results in a "Distribution Date" as such
term is defined in the Rights Agreement.
Sincerely,
/s/ Paul A. Novelly
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Paul A. Novelly, Chairman
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