FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2000
CROWN CENTRAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-1059 52-0550682
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One North Charles Street
Baltimore, Maryland 21201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410)539-7400
Item 5. Other Events
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On March 7, 2000, Crown Central Petroleum Corporation (CNPa and CNPb
on the American Stock Exchange) announced that it had received a proposal
from Rosemore, Inc., a Maryland corporation that owns approximately 49% of
Crown's Class A common stock and 11% of Crown's Class B common stock, to
acquire all of the issued and outstanding Class A and Class B common stock
held by shareholders other than Rosemore for a price of $8.35 per share.
The Rosemore proposal is subject to, among other conditions, the unanimous
approval of Crown's independent directors, the approval of the transaction
by Crown's shareholders, and the receipt of all necessary governmental
approvals. Rosemore's proposal was subsequently extended to expire at 5
p.m. (Maryland time) on April 17, 2000, or when rejected.
On March 10, 2000, Crown Central Petroleum Corporation announced that
it had received a competing proposal from Apex Oil Company, Inc., a
Missouri corporation that owns approximately 14.7% of Crown's Class A
common stock and 3.5% of Crown's Class B common stock, to acquire all of
the issued and outstanding Class A and Class B common stock held by
Crown's shareholders other than Apex for a price of $9.20 per share. The
Apex proposal is subject to approval by the board of directors and
shareholders of Crown, to the receipt of necessary governmental approvals,
and to Apex Oil Company's ability to conduct due diligence to verify that
there are no material adverse developments which have not been disclosed
in Crown's public filings. The Apex proposal was subsequently extended to
expire at 5 p.m. (Missouri time) on April 17, 2000, or when rejected.
On March 29, 2000, Rosemore advised Crown that it was increasing its
proposal to $9.35 per share, and that its proposal will expire at 5 p.m.
(Maryland time) on March 31, 2000, or when rejected.
Also on March 29, 2000, Apex advised Crown that Apex's proposal of
$9.20 per share in cash is conditioned on the completion of due diligence
and on the finalization of replacement financing for Crown's $125 million
of senior bonds, and that it was advancing two other proposals. Apex is
continuing to advance a stock for stock proposal that it made in November
1999, which it asserts would value the existing Crown shares at $10 per
share, and has also proposed as an alternative that it purchase between
3.5 and 4.5 million Class A shares of common stock from Crown in a private
placement at a price of $9.50 per share. Both of these additional
proposals are stated to include a shortfall distribution if the stock of
the merged company or Crown fails to reach certain trading ranges, and
both are conditioned on the finalization of replacement financing for
Crown's $125 million of senior bonds. The stock for stock merger proposal
is also conditioned on the completion of due diligence.
Crown's board committee of its independent directors is continuing to
consider the proposals of both Rosemore and Apex Oil.
ITEM 7(C) EXHIBITS
Exhibit No. Description
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99.1 Proposal letter dated March 29, 2000 received from
Rosemore, Inc.
99.2 Letter dated March 29, 2000 from Apex Oil
Company, Inc. regarding certain conditions to
proposal set forth in letter of March 9, 2000
and advancing stock for stock and private
placement proposals.
99.3 Press Release dated March 30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CROWN CENTRAL PETROLEUM CORPORATION
(Registrant)
By: /s/ John E. Wheeler, Jr.
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Name: John E. Wheeler, Jr.
Title: Executive Vice President --
Chief Financial Officer
Dated: March 30, 2000
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Proposal letter dated March 29, 2000 received from
Rosemore, Inc.
99.2 Letter dated March 29, 2000 from Apex Oil
Company, Inc. regarding certain conditions to
proposal set forth in letter of March 9, 2000
and advancing stock for stock and private
placement proposals.
99.3 Press Release dated March 30, 2000.