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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Crown American Realty Trust
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(Name of Issuer)
Common Shares of Beneficial Interest, par value $.01 per share
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(Title of Class of Securities)
228186-10-2
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(CUSIP Number)
Check the following box if a fee is being paid with this statement
/ / (A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
* 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 the
disclosures provided in a prior cover page.
The information required in 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 (however, see
the Notes).
Page 1 of 8 pages
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CUSIP No. 228186-10-2 13G Page 2 of 8 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank J. Pasquerilla ("FJP") ###-##-####
Mark E. Pasquerilla ("MEP") ###-##-####
Crown Investments Trust ("CIT") 51-6188295
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
FJP and MEP: United States
CIT: Delaware
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(5) SOLE VOTING POWER
FJP: 608,425
MEP: 71,908
CIT: 1,807,604
(See Item 4 for explanation)
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(6) SHARED VOTING POWER
NUMBER OF FJP: 0
SHARES MEP: 0
BENEFICIALLY CIT: 0
OWNED BY ---------------------------------------------------
EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON FJP: 608,425
WITH MEP: 71,908
CIT: 1,807,604
(See Item 4 for explanation)
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(8) SHARED DISPOSITIVE POWER
FJP: 0
MEP: 0
CIT: 0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
FJP: 608,425 (See Item 4 for explanation)
MEP: 71,908
CIT: 1,807,604
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ] (See Item 4 for explanation)
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
FJP: approx. 2.18%
MEP: approx. .26%
CIT: approx. 6.46%
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(12) TYPE OF REPORTING PERSON*
FJP and MEP: IN
CIT: 00
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a) - Name of Issuer.
Crown American Realty Trust (the "REIT")
Item 1(b) - Address of Issuer's Principal Executive Offices.
Pasquerilla Plaza
Johnstown, PA 15901
Item 2(a) - Name of Person Filing.
Frank J. Pasquerilla ("FJP")
Mark E. Pasquerilla ("MEP")
Crown Investments Trust ("CIT")
Item 2(b) - Address of Principal Business Office, or if None, Residence
The address of the principal business office of FJP and MEP is:
Pasquerilla Plaza
Johnstown, PA 15901
The address of the principal business office of CIT is:
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Item 2(c) - Citizenship.
FJP and MEP: United States
CIT: Delaware
Item 2(d) - Title of Class of Securities.
Common Shares of Beneficial Interest, par value $.01 per share
(the "Shares")
Item 2(e) - CUSIP No.
228186-10-2
Page 3 of 8 pages
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Item 3 - Statement Filed Pursuant to Rule 13d-1(b) or Rule 13d-2(b).
None of the categories is applicable to any of the undersigned.
Item 4 - Ownership.
FJP. As calculated under Rule 13d-3, FJP would be deemed
to be the beneficial owner, as of December 31, 1996
approximately 608,425 Shares, or approximately 2.18% of
the total Shares actually outstanding as of such date.
This excludes 1,807,604 Shares as to which CIT would be
deemed to be the beneficial owner (see below) and 71,908
Shares currently held by MEP (as to which FJP disclaims
beneficial ownership). FJP has sole voting power and sole
investment power over all Shares held by him.
MEP. As calculated under Rule 13d-3, MEP would be deemed
to be the beneficial owner, as of December 31, 1996, of
approximately 71,908 Shares, or approximately .26% of the
total Shares actually outstanding as of such date. This
excludes 1,807,604 Shares as to which CIT would be deemed
to be the beneficial owner (see below) and 608,425 Shares
currently held by FJP (as to which, in each case, MEP
disclaims beneficial ownership). MEP has sole voting
power and sole investment power over all Shares held by
him.
CIT. As calculated under Rule 13d-3, CIT would be deemed
to be the beneficial owner, as of December 31, 1996, of
approximately 1,807,604 Shares, or approximately 6.46% of
the total Shares that would have been outstanding had a
Redemption (see below) occurred as of such date. This
includes 1,450,050 Shares currently held by CIT,
approximately 5.18% of the total Shares actually
outstanding as of December 31, 1996, and additional
Shares that CIT has the right to acquire, as described
below, but excludes 608,425 Shares currently held by FJP
and 71,908 Shares currently held by MEP (as to which, in
each case, CIT disclaims beneficial ownership). CIT has
sole voting power and sole investment power over all
Shares held by it.
As of December 31, 1996, CIT owned 9,438,959 partnership
units in Crown American Properties, L.P., a Delaware
limited partnership ("CAP"), 1,786,459 of
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which units were held of record by its subsidiary Crown American
Investment Company, a Delaware corporation. Pursuant to CAP's
partnership agreement, CIT has the right to require CAP to redeem (a
"Redemption") part or all of CIT's partnership units for a price
equal to the equivalent value of the Shares (on a one-for-one basis).
The obligation to redeem CIT's partnership units may be assumed by
the REIT and such redemption can then be made for, at the REIT's
election, either Shares (on a one-for-one basis) or the cash
equivalent thereof, provided that the REIT may not pay for such
redemption with Shares to the extent that it would result in CIT
beneficially or constructively owning more than 9.8% of the
outstanding Shares. Conversely, CIT may require the REIT to assume
the obligation to pay for such redemption with Shares to the extent
that CIT owns less than 9.8% of the outstanding Shares.
The redemption right may be exercised by CIT from time to time
(although only once during any calendar year), in whole or in part,
subject to the limitations that (i) the redemption right may not be
exercised prior to the third anniversary of the consummation of the
initial public offering of the Shares, (except that CIT may require
the REIT to redeem a portion of its partnership interest prior to
such third anniversary in exchange for Shares but only to the extent
that CIT owns beneficially or constructively less than 9.8% of the
REIT's outstanding Shares) and (ii) in any calendar year the
redemption right may be exercised only with respect to 20% of (a) the
partnership units in CAP held by CIT immediately after the initial
public offering of the Shares plus (b) the partnership units, if any,
issued to CIT in connection with the acquisition of certain
properties from CIT.
For purposes of the 9.8% ownership limitation referred to above, CIT
is deemed to own Shares held by certain affiliates and related
parties. As of December 31, 1996, this included the 608,425 Shares
held by FJP, 71,908 Shares held by MEP, 193,153 Shares held by Sylvia
Pasquerilla and currently unexercisable options to purchase 60,000
Shares held by Nicholas Pasquerilla. Sylvia Pasquerilla is the wife
of FJP and Nicholas Pasquerilla is the brother of FJP.
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Related Parties. CIT is a Delaware business trust the entire
beneficial interest of which is owned by Crown Delaware Holding
Corporation, a Delaware corporation ("CDHC"). As the holder of
such entire beneficial interest, CDHC has the power to direct the
receipt of dividends from, and the proceeds from the sale of, the
Shares owned by CIT. All the outstanding capital stock of CDHC is
owned by Crown Holding Company, a Pennsylvania corporation. The
voting common stock of Crown Holding Company is owned by FJP, who
holds 49%, and his wife Sylvia Pasquerilla, who holds 51%. The
nonvoting common stock and preferred stock of Crown Holding
Company is owned by various trusts established by FJP and by
members of his immediate family, including his son, MEP, who is
the President of Crown Holding Company and CDHC. FJP is the Chief
Executive Officer of Crown Holding Company and CDHC.
Item 5 - Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 - Ownership of More than Five Percent on Behalf of Another
Person.
Inapplicable.
Item 7 - Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Inapplicable.
Item 8 - Identification and Classification of Members of the
Group.
Inapplicable.
Item 9 - Notice of Dissolution of Group.
Inapplicable.
Item 10 - Certification.
Inapplicable.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement with respect to himself or itself is true, complete and correct.
/s/ FRANK J. PASQUERILLA
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Frank J. Pasquerilla
/s/ MARK E. PASQUERILLA
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Mark E. Pasquerilla
CROWN INVESTMENTS TRUST
By /s/ RONALD RUSINAK
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Ronald Rusinak
Title: Vice President and
Assistant Secretary
Dated: February 12, 1997
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EXHIBIT A
AGREEMENT OF FILING PERSONS
The undersigned by their signatures below agree that the
foregoing Schedule 13G as of December 31, 1996 is filed on behalf of all of the
undersigned pursuant to Rule 13d-1(f).
/s/ FRANK J. PASQUERILLA
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Frank J. Pasquerilla
/s/ MARK E. PASQUERILLA
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Mark E. Pasquerilla
CROWN INVESTMENTS TRUST
By /s/ RONALD RUSINAK
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Ronald Rusinak
Title: Vice President and
Assistant Secretary
Dated: February 12, 1997
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