SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Crown Central Petroleum Corporation
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(Name of Issuer)
Class B Common Stock
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(Title of Class of Securities)
228219-30-9
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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)
November 3, 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. 10 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:
According to a Preliminary Proxy Statement filed by Crown on November
3, 2000, the Nominating Committee of Crown nominated Stanley A. Hoffberger,
Barry L. Miller and Frank B. Rosenberg to be directors of Crown elected by
holders of Class A common stock at the annual meeting of stockholders scheduled
for December 14, 2000 to fill the positions of three of the four independent
directors who previously indicated that they would not continue to serve as
directors of Crown. In addition, Henry A. Rosenberg, Jr., currently Chairman of
the Crown board, has been nominated to continue to serve as director of Crown
elected by holders of Class A common stock. The Nominating Committee consists of
Henry A. Rosenberg, Jr. and independent directors Jack Africk, George L. Bunting
and William L. Jews.
Stanley A. Hoffberger is married to Judith R. Hoffberger, Henry A.
Rosenberg, Jr.'s sister and is the brother-in-law of Henry A. Rosenberg, Jr.
Barry L. Miller has been the Senior Vice President, Treasurer and Chief
Financial Officer of Rosemore since January 1999 and held various positions at
American Trading since 1987 until the Reorganization. Frank B. Rosenberg, Senior
Vice President - Marketing of Crown, is the son of Henry A. Rosenberg, Jr. and
is the brother of Edward L. Rosenberg.
Item 7. Material To Be Filed As Exhibits
Item 7 is hereby amended by adding the following at the end thereof:
Exhibit 21 - Joint Filing Agreement as required by Rule 13d-1(k).
<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.
November 10, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
November 10, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
November 10, 2000 Ruth R. Marder*
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Ruth R. Marder
November 10, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
November 10, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
November 10, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
November 10, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
November 10, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
November 10, 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
21. Joint Filing Agreement as required by Rule
13d-1(k).
<PAGE>
EXHIBIT 21
The undersigned hereby agree that Amendment No. 10 ("Amendment No. 10")
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. 10.
ROSEMORE, INC.
November 10, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
ROSEMORE HOLDINGS, INC.
November 10, 2000 By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
November 10, 2000 Ruth R. Marder*
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Ruth R. Marder
November 10, 2000 Henry A. Rosenberg, Jr.*
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Henry A. Rosenberg, Jr.
November 10, 2000 Judith R. Hoffberger*
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Judith R. Hoffberger
November 10, 2000 /s/ Edward L. Rosenberg
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Edward L. Rosenberg
November 10, 2000 Jeffrey A. Hoffberger*
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Jeffrey A. Hoffberger
November 10, 2000 Lisa J. Bertelsen*
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Lisa J. Bertelsen
November 10, 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
