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 9 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
145,698
(See Item 4 for explanation)
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON
WITH 7 SOLE DISPOSITIVE POWER
145,698
(See Item 4 for explanation)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,698 (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. .56%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 228186-10-2 13G Page 3 of 9 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
4,138,332
(See Item 4 for explanation)
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON
WITH 7 SOLE DISPOSITIVE POWER
4,138,332
(See Item 4 for explanation)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,332 (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. 15%
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.
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 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.
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.
MEP. As calculated under Rule 13d-3, MEP would be deemed to be the
beneficial owner, as of December 31, 1999, of approximately 145,698
Shares, or approximately .56% of the total Shares actually
outstanding as of such date. This excludes 4,138,332 Shares as to
which CIT would be deemed to be the beneficial owner (see below) (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, 1999, of approximately
4,138,332 Shares, or approximately 15% of the total Shares that
would have been outstanding had a Redemption (see below) occurred as
of such date. This includes 2,821,061 Shares currently held by CIT,
approximately 10.8% of the total Shares actually outstanding as of
December 31, 1999, and additional Shares that CIT has the right to
acquire, as described below, but excludes 145,698 Shares currently
held by MEP (as to which, CIT disclaims beneficial ownership). CIT
has sole voting power and sole investment power over all Shares held
by it.
As of December 31, 1999, CIT owned 9,956,398 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 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 16% 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 16% 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 limitation that 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 16% ownership limitation referred to above, CIT
is deemed to own Shares held by certain affiliates and related
parties. As of December 31, 1999, this included the 145,698 Shares
held by MEP, and currently unexercisable options to purchase 120,000
Shares held by Nicholas Pasquerilla. Nicholas Pasquerilla is the
uncle of MEP.
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 the Frank J.
Pasquerilla Revocable Trust, which holds 49%, the Estate of Sylvia
Pasquerilla, which holds 49% and MEP who holds 2%. MEP is the co-
trustee of the Frank J. Pasquerilla Trust and co-executor of the
Estate of Sylvia Pasquerilla. The nonvoting common stock and
preferred stock of Crown Holding Company is owned by various trusts
and by members of MEP's immediate family. MEP is the President and
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/ Mark E. Pasqurilla
Mark E. Pasquerilla
CROWN INVESTMENTS TRUST
By /s/ Ronald J. Hamilton
Ronald J. Hamilton
Title: Vice President and Assistant Secretary
Dated: February 14, 2000
EXHIBIT A
AGREEMENT OF FILING PERSONS
The undersigned by their signatures below agree that the foregoing
Schedule 13G as of December 31, 1999 is filed on behalf of all of the
undersigned pursuant to Rule 13-f(1).
/s/ Mark E. Pasquerilla
Mark E. Pasquerilla
CROWN INVESTMENTS TRUST
By /s/ Ronald J. Hamilton
Ronald J. Hamilton
Title: Vice President and Assistant Secretary
Dated: February 14, 2000
