EXHIBIT 4
CROWN CENTRAL PETROLEUM CORPORATION
and
FIRST UNION NATIONAL BANK,
Rights Agent
SECOND AMENDMENT TO RIGHTS AGREEMENT
Dated as of December 17, 2000
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Second Amendment")
is entered into as of the 17th day of December, 2000, by and between
Crown Central Petroleum Corporation, a Maryland corporation (the
"Company"), and First Union National Bank, a national banking
association, as rights agent (the "Rights Agent"), and amends that
certain Rights Agreement dated as of February 1, 2000 by and between the
Company and the Rights Agent (the "Rights Agreement"), as amended by the
First Amendment to the Rights Agreement dated as of April 10, 2000 (the
"First Amendment").
RECITALS
A. On February 1, 2000, in order to preserve for stockholders
the long-term value of the Company, the Board of Directors of the Company
adopted resolutions authorizing, among other things, (i) a dividend with
respect to shares of common stock of the Company outstanding on February
15, 2000 of one Series A Preferred share purchase right (a "Series A
Right") for each share of Class A common stock ("Class A Common") and one
Series B Preferred share purchase right (a "Series B Right") for each
share of Class B common stock ("Class B Common"; the Class A Common and
the Class B Common are hereinafter collectively referred to as "Common
Stock" and the Series A Rights and the Series B Rights are hereinafter
collectively referred to as the "Rights"), (ii) execution of the Rights
Agreement by the Company and the Rights Agent in order to set forth
certain terms and conditions with respect to the Rights, and (iii) the
appointment of the Rights Agent under the Rights Agreement.
B. The Rights Agent and the Company then entered into the Rights
Agreement.
C. Section 27 of the Rights Agreement permits amendment thereof upon
execution by the Company and the Rights Agent of a written agreement
setting forth such amendment. By the First Amendment, the Company and
the Rights Agent amended the Rights Agreement to change the definition of
"Final Expiration Date" in Section 7(a).
D. The Company and the Rights Agent desire to (i) amend the
Rights Agreement to change the definitions of "Acquiring Person" in
Section 1(a), "Beneficial Owner" and
"beneficially own" in Section 1(e), and "Approved Transaction" in Section
1(c), and (ii) further amend the Rights Agreement to change the
definition of "Final Expiration Date" in Section 7(a).
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Rights Agent hereby agree that
the Rights Agreement is amended as follows:
1. Section 1(a) of the Rights Agreement is hereby deleted
and the following new Section 1(a) inserted in lieu thereof:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of a Substantial Block of either Class of Common Stock,
but shall not include the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or any Subsidiary of the Company, or
any entity holding Common Stock for or pursuant to the terms of any such
plan. Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" solely:
(i) as the result of an acquisition of Common Stock by the
Company which, by reducing the total number of Common Stock of either
Class outstanding causes such Person to become the Beneficial Owner of a
Substantial Block; provided, however, that if a Person shall become the
Beneficial Owner of a Substantial Block of either Class of Common Stock
solely as the result of an acquisition of Common Stock by the Company and
shall, after such stock purchases by the Company, become the Beneficial
Owner of any additional Common Stock of either Class, then such Person
shall be deemed to be an "Acquiring Person";
(ii) as a result of shares of Common Stock (A) acquired pursuant to
and in
accordance with an Approved Transaction, (B) acquired pursuant to any
agreement, arrangement or understanding entered into in connection with
or to facilitate the consummation of an Approved Transaction by such
Person and/or such Person's Affiliates and/or Associates, where such
Approved Transaction is not consummated and such shares of Common Stock
are acquired after the latest date on which the Final Expiration Date can
occur pursuant to this Agreement as it exists on the date on which such
agreement, arrangement or understanding is entered into, or (C) acquired
pursuant to or in connection with the Related Transaction Documents (as
such term is defined in Section 1(c) of this Agreement), provided that
any acquisition of securities pursuant to the Related Transaction
Documents shall not be consummated prior to the latest date on which the
Final Expiration Date can occur pursuant to this Agreement as it exists
on the date on which such agreement, arrangement or understanding is
entered into.
Notwithstanding the foregoing, if the Board of Directors of the
Company determines in good faith that a Person who would otherwise be an
"Acquiring Person," as defined pursuant to the foregoing provisions of
this paragraph (a), has become such inadvertently, and such Person
divests as promptly as practicable a sufficient number of shares of
Common Stock of the Class with respect to which that Person has a
Substantial Block so that such Person would no longer be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this
paragraph (a), then such Person shall be deemed not to be an "Acquiring
Person" for the purposes of this Agreement.
2. Section 1(c) of the Rights Agreement is hereby deleted and
the following new Section 1(c) inserted in lieu thereof:
(c) "Approved Transaction" shall mean (i) a tender offer to all
of the holders of each class of Common Stock (A) which provides for the
acquisition by the tender offeror of all of the issued and outstanding
shares of both Class A Common and Class B Common (other than shares of
Common Stock held by an Acquiring Person or its Associates or Affiliates)
solely for cash; (B) following which tender offer the tender offeror
exercises reasonable best efforts to consummate a statutory merger within
90 days of the date of the tender offer pursuant to which the shares of
Common Stock not tendered pursuant to the tender offer are exchanged for
cash on terms no less favorable to the holders of such Common Stock as
was offered in the tender offer; and (C) which a majority of the Board of
Directors of the Company, prior to the date on which such tender offer
was commenced, shall have approved and, after receiving advice from one
or more investment banking firms, determined to be fair to the holders of
Common Stock from a financial point of view, taking into account all
factors which such members of the Board deem relevant including, without
limitation, values indicated in light of long-term prospects or business
plans or aggregate prices or values which could reasonably be achieved if
part or all of the Company or its assets were sold or restructured on an
orderly basis designed to realize maximum long-term value; or (ii) a
statutory merger (A) in which all shares of Common Stock are exchanged
for cash, and (B) which a majority of the Board of Directors of the
Company, prior to the date on which the merger was agreed upon, shall
have approved and, after receiving advice from one or more investment
banking firms, determined to be fair to the holders of the Common Stock
from a financial point of view, taking into account all factors which
such members of the Board deem relevant including, without limitation,
values indicated in light of long-term prospects or business plans or
aggregate prices or values which could reasonably be achieved if part or
all of the Company or its assets were sold or restructured on an orderly
basis designed to realize maximum long-term value, or (iii) the
transactions contemplated by that certain Agreement and Plan of Merger
(the "Merger Agreement") dated as of December 17, 2000, by and among the
Company, Rosemore, Inc., a Maryland corporation ("Rosemore"), and
Rosemore Acquisition
Corporation, a Maryland corporation ("RAC"), and related documents (the
"Related Transaction Documents") which include, without limitation, that
certain Stock Purchase Agreement dated as of the date of the Merger
Agreement, by and among P.A. Novelly, II and John K. Pruellage, as
Trustees for The Novelly Exempt Trust U/I dated August 12, 1992 (the
"Novelly Trust"), Douglas D. Hommert and William Lauber, as Trustees for
The Capital Trust U/I dated February 4, 1994 (the "Capital Trust"), Paul
A. Novelly, as Trustee of the Paul A. Novelly Living Trust U/I dated July
28, 1982, as amended (the "Living Trust"), Golnoy Barge Company, Inc.
("Golnoy"), and Rosemore, and the related Escrow Agreement contemplated
thereby, by and among Messrs. Novelly and Pruellage, as trustees of the
Novelly Trust, Messrs. Hommert and Lauber, as trustees of the Capital
Trust, Mr. Novelly, as trustee of the Living Trust, and Golnoy, Rosemore
and Union Planters Bank, a national banking association, as escrow agent.
3. Section 1(e) of the Rights Agreement is hereby deleted
and the following new Section 1(e) inserted in lieu thereof:
(e) A Person shall, subject to the exceptions and exclusions set
forth below, be deemed the "Beneficial Owner" of and shall be deemed to
"beneficially own" any securities:
(i) which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly;
(ii) which such Person or any of such Person's Affiliates or
Associates has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (other than customary agreements with and
between underwriters and selling group members with respect to a bona
fide public offering of securities), or upon the exercise of conversion
rights, exchange
rights, rights (other than these Rights), warrants or options, or
otherwise; provided, however, that a Person shall be deemed not to be the
Beneficial Owner of, and not to beneficially own, securities tendered
pursuant to a tender or exchange offer made by or on behalf of such
Person or any of such Person's Affiliates or Associates, until such
tendered securities are accepted for purchase or exchange;
(iii) which such Person or any of such Person's Affiliates or
Associates has the right to vote pursuant to any agreement, arrangement
or understanding; provided, however, that a Person shall be deemed not to
be the Beneficial Owner of, and not to beneficially own, any security if
the agreement, arrangement or understanding to vote such security (1)
arises solely from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made pursuant to, and
in accordance with, the applicable rules and regulations promulgated
under the Exchange Act, and (2) is not also then reportable on Schedule
13D under the Exchange Act (or any comparable or successor report); or
(iv) which are beneficially owned, directly or indirectly, by
any other Person with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or understanding
(other than customary agreements with and between underwriters and
selling group members with respect to a bona fide public offering of
securities) for the purpose of acquiring, holding, voting or disposing of
any securities of the Company.
Anything in this Section 1(e) to the contrary notwithstanding, (A)
the phrase "then outstanding," when used with reference to a Person's
Beneficial Ownership of securities of the Company, shall mean the number
of such securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which such
Person would be deemed to own beneficially hereunder; and (B) a Person
shall be deemed not to be the "Beneficial Owner" of, and not to
"beneficially own" any securities (1) which such Person has the right to
vote pursuant to an agreement, arrangement or understanding if the right
to vote such securities is granted to such Person or such Person's
Affiliates or Associates pursuant to or in connection with the
consummation of, or the solicitation of stockholder approval for, an
Approved Transaction by such Person and/or such Person's Affiliates
and/or Associates, or otherwise pursuant to or in connection with any
agreement, arrangement or understanding for the acquisition of securities
permitted by the immediately following clause (B)(2) of this paragraph;
(2) which such Person or any of such Person's Affiliates or Associates
have the right to acquire (whether such right is exercisable immediately
or only after the passage of time) pursuant to any agreement, arrangement
or understanding entered into in connection with or to facilitate the
consummation of an Approved Transaction by such Person and/or such
Person's Affiliates and/or Associates, including without limitation
securities which such Person or any of such Person's Affiliates or
Associates shall have the right to acquire pursuant to such agreement,
arrangement or understanding in the event that the Approved Transaction
is not consummated, provided that in the event that the Approved
Transaction is not consummated such acquisition shall not be consummated
prior to the latest date on which the Final Expiration Date can occur
pursuant to this Agreement as it exists on the date on which such
agreement, arrangement or understanding is entered into, or (3) which
such Person or any of such Person's Affiliates or Associates have the
right to vote pursuant to or in connection with the Related Transaction
Documents (as such term is defined in Section 1(c) of this Agreement), or
to acquire pursuant to or in connection with the Related Transaction
Documents in the event
that the Approved Transaction set forth in the Merger Agreement is not
consummated, provided that in the event that the Approved Transaction is
not consummated, any acquisition of securities pursuant to the Related
Transaction Documents shall not be consummated prior to the latest date
on which the Final Expiration Date can occur pursuant to this Agreement
as it exists on the date on which such agreement, arrangement or
understanding is entered into.
4. Section 7(a) of the Rights Agreement is hereby deleted and
the following new Section 7(a) inserted in lieu thereof:
(a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided
herein), in whole or in part, at any time after the Distribution Date,
upon surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent
at the principal office of the Rights Agent, together with payment of the
Purchase Price for each one one-thousandth of a share of Series A
Preferred or Series B Preferred as to which the Rights are exercised, at
or prior to the first to occur of the following (i) the earlier of the
Close of Business on February 14, 2001 or that time which is immediately
prior to acceptance by the State Department of Assessments and Taxation
of Maryland of articles of merger consummating the merger transaction by
and between the Company and RAC pursuant to the terms and conditions set
forth in the Merger Agreement (as such term is defined in Section 1(c) of
this Agreement) (the "Final Expiration Date"), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof (the "Redemption
Date"), or (iii) the time at which such Rights are exchanged as provided
in Section 24 hereof.
5. The Recitals set forth at the beginning of this Second
Amendment are incorporated herein.
6. Except as amended by this Second Amendment, the Rights
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused
this Second Amendment to be duly executed and attested, all as of the day
and year first above written.
ATTEST: FIRST UNION NATIONAL BANK,
as Rights Agent
/s/ Ida M. Marinelli By: /s/ Patricia M. McCool
- ---------------------- -----------------------------------
Name: Patricia M. McCool
Title: Assistant Vice President
ATTEST: CROWN CENTRAL PETROLEUM CORPORATION
/s/ Andrew Lapayowker By: /s/ John E. Wheeler, Jr.
- ---------------------- ----------------------------------
Name: John E. Wheeler, Jr.
Title: Executive Vice President -
Chief Financial Officer