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
(Name of Issuer)
Common Shares of Beneficial Interest, par value $.01 per share
(Title of Class of Securities)
228186-10-2
(CUSIP Number)
*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
CUSIP No. 228186-10-2 13G
1 NAME OF REPORTING PERSON
s.s. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank J. Pasquerilla ("FJP") ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
879,559
(See Item 4 for explanation)
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 879,559
PERSON (See Item 4 for explanation)
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
879,559 (See Item 4 for explanation)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(See Item 4 for explanation)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
approx. 3.3%
12 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 228186-10-2 13G
1 NAME OF REPORTING PERSON
s.s. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark E. Pasquerilla ("MEP") ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
93,748
(See Item 4 for explanation)
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 93,748
PERSON (See Item 4 for explanation
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,748 (See Item 4 for explanation)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(See Item 4 for explanation)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
approx. .35%
12 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 228186-10-2 13G
1 NAME OF REPORTING PERSON
s.s. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Crown Investments Trust ("CIT") 51-6188295
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
2,360,049
(See Item 4 for explanation)
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 2,360,049
REPORTING (See Item 4 for explanation)
PERSON
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,049 (See Item 4 for explanation)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(See Item 4 for explanation)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
approx. 9.0%
12 TYPE OF REPORTING PERSON*
00
<PAGE> 4
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
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.
<PAGE> 5
Item 4 Ownership.
FJP. As calculated under Rule 13d-3, FJP would be deemed to be the
beneficial owner, as of December 31, 1997 approximately 879,559
Shares, or approximately 3.3% of the total Shares actually
outstanding as of such date. This includes 211,890 Shares currently
held by Sylvia Pasquerilla, the wife of FJP. This excludes
2,360,049 Shares as to which CIT would be deemed to be the
beneficial owner (see below) and 93,748 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, 1997, of approximately 93,748
Shares, or approximately .35% of the total Shares actually
outstanding as of such date. This excludes 2,360,049 Shares as to
which CIT would be deemed to be the beneficial owner (see below) and
879,559 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, 1997, of approximately
2,360,049 Shares, or approximately 9.0% 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 5.5% of the total Shares actually outstanding as of
December 31, 1997, and additional Shares that CIT has the right to
acquire, as described below, but excludes 879,559 Shares currently
held by FJP and 93,748 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, 1997, CIT owned 9,438,959 partnership units in
Crown American Properties, L.P., a Delaware limited partnership
("CAP"), 1,786,459 of 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 (one 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.
<PAGE> 6
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 879,559 Shares
held by FJP, 93,748 Shares held by MEP, and currently unexercisable
options to purchase 60,000 Shares held by Nicholas Pasquerilla.
Nicholas Pasquerilla is the brother of FJP.
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%, his wife Sylvia Pasquerilla, who holds 49% and his son MEP who
holds 2%. 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 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.
<PAGE> 7
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
Inapplicable.
<PAGE> 8
SIGNATURE
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 itself is true, complete and correct.
/s/ Frank J. Pasquerilla
Frank J. Pasquerilla
/s/ Mark E. Pasquerilla
Mark E. Pasquerilla
CROWN INVESTMENTS TRUST
By /s/ Ronald Rusinak
Ronald Rusinak
Title: Vice President and Assistant Secretary
Dated: February 13, 1998
<PAGE> 9
EXHIBIT A
AGREEMENT OF FILING PERSONS
The undersigned by their signatures below agree that the foregoing
Schedule 13G as of December 31, 1997 is filed on behalf of all of the
undersigned pursuant to Rule 13-f(1).
/s/ Frank J. Pasquerilla
Frank J. Pasquerilla
/s/ Mark E. Pasquerilla
Mark E. Pasquerilla
CROWN INVESTMENTS TRUST
By /s/ Ronald Rusinak
Ronald Rusinak
Title: Vice President and Assistant Secretary
Dated: February 13, 1998
<PAGE> 10
