UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(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)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b)
Rule 13d-1(c)
X Rule 13d-1(d)
*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).
CUSIP No. 228186-10-2 13G Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
1,101,039
(See Item 4 for explanation)
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON
WITH 7 SOLE DISPOSITIVE POWER
1,101,039
(See Item 4 for explanation)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,101,039 (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. 4.2%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 228186-10-2 13G Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PERSONS (ENTITIES ONLY)
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
121,972
(See Item 4 for explanation)
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON
WITH 7 SOLE DISPOSITIVE POWER
121,972
(See Item 4 for explanation)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,972 (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. .47%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 228186-10-2 13G Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PERSONS (ENTITIES ONLY)
Crown Investments Trust ("CIT")
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
1,450,050
(See Item 4 for explanation)
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON
WITH 7 SOLE DISPOSITIVE POWER
1,450,050
(See Item 4 for explanation)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,050 (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. 5.5%
12 TYPE OF REPORTING PERSON*
00
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), Rule 13d-2(b) or (c).
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, 1998 of approximately 1,101,039
Shares, or approximately 4.2% of the total Shares actually
outstanding as of such date. This includes 235,558 Shares currently
held by Sylvia Pasquerilla, the wife of FJP. This excludes
1,450,050 Shares as to which CIT would be deemed to be the
beneficial owner (see below) and 121,972 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.
As of December 31, 1998, FJP owned 79,551 partnership units in Crown
American Properties, L.P., a Delaware limited partnership ("CAP"),
which partnership units generally have the same redemption rights,
and subject to the same limitations, as described below with respect
to CIT.
MEP. As calculated under Rule 13d-3, MEP would be deemed to be the
beneficial owner, as of December 31, 1998, of approximately 121,972
Shares, or approximately .47% of the total Shares actually
outstanding as of such date. This excludes 1,450,050 Shares as to
which CIT would be deemed to be the beneficial owner (see below) and
1,101,039 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, 1998, of approximately
1,450,050 Shares, or approximately 5.5% of the total Shares. This
excludes 1,101,039 Shares currently held by FJP and 121,972 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, 1998, CIT owned 9,876,847 partnership units in
CAP, 1,786,459 of which units were held of record by its subsidiary
Crown American Investments 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% (as currently in effect) 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, 1998, this included the 1,101,039
Shares held by FJP, 121,972 Shares held by MEP, and currently
unexercisable options to purchase 120,000 Shares held by Nicholas
Pasquerilla. Nicholas Pasquerilla is the brother of FJP. Because
CIT would constructively be deemed to own Shares exceeding the 9.8%
ownership limitation, a Redemption (see below) cannot occur
currently. It is anticipated that the Board of Trustees of the REIT
will increase the 9.8% ownership limitation with respect to CIT at
an upcoming meeting.
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.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
Inapplicable.
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 16, 1999
EXHIBIT A
AGREEMENT OF FILING PERSONS
The undersigned by their signatures below agree that the foregoing
Schedule 13G as of December 31, 1998 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 16, 1999
