EXHIBIT 99
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to
____________
Commission File Number 1-1059
CROWN CENTRAL EMPLOYEES SAVINGS PLAN
(Title of Plan)
CROWN CENTRAL PETROLEUM CORPORATION
One North Charles Street
Baltimore, Maryland 21201
(Name and address of principal executive offices of
issuer of the securities)
Audited Financial Statements
Crown Central Employees Savings Plan
Years ended December 31, 1994 and 1993
with Report of Independent Auditors
Crown Central Employees Savings Plan
Audited Financial Statements
Years ended December 31, 1994 and 1993
Contents
Report of Independent Auditors 1
Audited Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in
Net Assets Available for Benefits 3
Notes to Financial Statements 4
Report of Independent Auditors
Crown Central Employees Savings Plan
Baltimore, Maryland
We have audited the accompanying statements of net assets
available for benefits of the Crown Central Employees
Savings Plan as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for
benefits for the years then ended. These financial
statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the net
assets available for benefits of the Crown Central
Employees Savings Plan at December 31, 1994 and 1993, and
the changes in its net assets available for benefits for
the years then ended, in conformity with generally
accepted accounting principles.
Ernst & Young
May 5, 1995
- 1 -
Crown Central Employees Savings Plan
Statements of Net Assets Available for Benefits
December 31
1994 1993
----------------------
ASSETS
Investments, at fair value:
U.S. Savings Bonds--Series E and EE $ 1,221,894$ 1,215,795
Crown Central Petroleum Corporation
Class A and Class B Common Stock 4,515,261 5,328,751
T. Rowe Price Funds:
International Stock Fund 2,396,591 880,657
U.S. Treasury Money Fund 10,168,31010,623,920
U.S. Treasury Intermediate Bond Fund 2,006,742 3,172,226
Equity Income Fund 9,047,909 7,450,946
Spectrum Income Fund 2,199,690 1,010,869
Spectrum Growth Fund 3,729,284 2,581,277
Guaranteed Fixed Income Funds 6,267,120 6,257,212
Participant Loans 2,160,873 2,194,657
----------------------
Total investments 43,713,67440,716,310
Contributions receivable 504,971 484,672
Interest and dividends receivable 12,409 12,194
Cash 2,914 29,837
----------------------
Net assets available for benefits $44,233,968$41,243,013
======================
<FN>
See accompanying notes
- 2 -
Crown Central Employees Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31
1994 1993
------------ --------------
Net investment income:
Interest $ 1,126,368 $ 1,403,472
Dividends 1,430,974 870,019
----------- -----------
Net investment income 2,557,342 2,273,491
Contributions 5,494,168 5,409,194
----------- -----------
Total additions 8,051,510 7,682,685
Withdrawals (3,136,658) (2,673,901)
Net realized gain (loss)
on sale of investments 50,654 (83,383)
Net unrealized (depreciation)appreciation
in aggregate fair value of investments (1,974,551)
958,116
----------- -----------
Net increase in net assets
available for benefits 2,990,955 5,883,517
Net assets available for benefits
at beginning of year 41,243,013 35,359,496
----------- -----------
Net assets available for benefits
at end of year $44,233,968 $41,243,013
=========== ===========
<FN>
See accompanying notes.
- 3 -
Crown Central Employees Savings Plan
Notes to Financial Statements
1. SUMMARY OF ACCOUNTING POLICIES
Investments in Crown Central Petroleum Corporation Class A and
Class B Common Stock are reported at fair value, based on
published market prices. U.S. Savings Bonds, T. Rowe
Price Funds, and Guaranteed Fixed Income Funds are
reported at current redemption value.
The change in the difference between cost and market value is
reflected in the statements of changes in net assets
available for benefits as unrealized appreciation
(depreciation) in the aggregate fair value of
investments. The realized gain or loss on investments is
the difference between the proceeds and the specific cost
of the investments.
Benefits are recorded when paid.
2. PLAN DESCRIPTION
The Plan was adopted on January 1, 1955 by Crown Central
Petroleum Corporation (the "Corporation"). The
participating companies in the Plan are Crown Central
Petroleum Corporation, La Gloria Oil & Gas Company,
McMurrey Pipeline Company, Crown Central Pipe Line
Company, Crown-Rancho Pipe Line Corporation and Coronet
Security Systems, Inc., including service station and
convenience store employees. The purpose of the Plan is
to encourage employees to save regularly and to provide
additional funds upon retirement. An employee is
eligible to participate in the Plan upon attaining 21
years of age and having completed one year of service
with at least 1,000 hours worked.
Employees contribute to the Plan through payroll deduction, up
to a maximum of 12% of their base pay. The Corporation's
contribution for all participating companies is equal to
50% of the employees' contributions up to a maximum of 8%
of their base pay. Contributions to the Plan are
invested in the available investment options in
accordance with the participants' election. A
terminating member of the Plan is paid the current value
of their contributions to the Plan reduced by any
outstanding loan balances, but unless the member is fully
vested, as defined, they must forfeit the current value
of the employer's contribution to their account. In
accordance with the terms of the Plan, such forfeitures
are applied to reduce future contributions required of
the employers.
-4-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
2. PLAN DESCRIPTION (continued)
At December 31, 1994, the available investment options offered
were Crown Class B Common Stock, T. Rowe Price U.S.
Treasury Money Fund, T. Rowe Price Equity Income Fund, T.
Rowe Price Spectrum Growth, T. Rowe Price Spectrum Income
Fund, and T. Rowe Price U.S. International Stock Fund.
Those investments in Crown Class A Common Stock, U.S.
Savings Bonds, Guaranteed Fixed Income Funds, and T. Rowe
Price U.S. Treasury Intermediate Bond Fund remain in the
Plan as frozen options which can be liquidated at the
participant's discretion; or at contract maturity in the
case of the fixed income funds.
Participants have the option to borrow from the vested portion
of their account. The maximum loan permitted is the
lesser of (1) $50,000 or (2) 50% of the nonforfeitable
value of the account determined on the most recent
valuation available to the Administrator prior to the
date of the loan, as adjusted for distributions or
contributions. The minimum loan permitted is $1,000.
The term of each loan shall be for a minimum of one year
and a maximum of five years and shall bear interest equal
to the prime rate on the last day of the prior month in
which the loan request is signed.
The participating companies have the right to terminate the
Plan at any time. In the event of termination of the
Plan, the individual participants and the beneficiaries
and legal representatives of deceased participants are to
be paid, at their option, the balance in their accounts
including non-vested employer contributions, reduced by
any outstanding loan balances, in cash or in kind.
All costs and expenses incurred in connection with the
administration of the Plan are borne by the participating
companies.
Information about the Plan Agreement is contained in the
pamphlets "Summary Plan Description and Prospectus" and
"Description of Available Investments". Copies of these
pamphlets are available from the Corporation's Human
Resources Department.
-5-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
The fair value of individual investments that represent 5% or
more of the Plan's net assets available for benefits is
as follows:
December 31
1994 1993
----------- -----------
Crown Central Petroleum Corporation
Class A Common Stock $ 3,904,906 $ 5,125,421
T. Rowe Price Funds:
International Stock Fund 2,396,591 -
U.S. Treasury Money Fund 10,168,310 10,623,920
U.S. Treasury Intermediate Bond Fund - 3,172,226
Equity Income Fund 9,047,909 7,450,946
Spectrum Growth Fund 3,729,284 2,581,277
Guaranteed Investment Contracts:
Travelers Insurance Company #GR15543 $ 4,476,068$ 4,483,379
4. EMPLOYEE AND COMPANY CONTRIBUTIONS
Employee and Company contributions made to the Plan for the
years ended December 31 were as follows:
1994 1993
---------------------- ----------------------
Employee Company Employee Company
---------- ---------- ---------- ----------
$3,898,664 $1,595,504 $3,839,652 $1,569,542
========== ========== ========== ==========
5. FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the
Corporation, that the Plan is qualified and the trust
established under the Plan is tax-exempt, under
appropriate sections of the Internal Revenue Code. The
Plan has been amended since receiving the determination
letter. However, the Plan administrator believes that
the Plan is currently designed and being operated in
compliance with the applicable requirements of the Code.
Therefore, they believe that the Plan was qualified and
the related trust was tax-exempt as of the financial
statement date.
- 6 -
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 6. Statement of Net Assets Available for Benefits With Fund Information
December 31, 1994
Guaranteed T. Rowe
Fixed Price U. S.
Crown Savings Income Treasury
Stock Bonds Funds Money Fund
----------- ----------- ----------------------
ASSETS
Investments, at fair value $ 4,515,261 $ 1,221,894 $ 6,267,120$10,168,310
Contributions receivable 67,513 - -
89,400
Interest and dividends
receivable - - - -
Cash - - - 2,914
----------- ----------- ----------------------
Net assets available for benefits$ 4,582,774$ 1,221,894$ 6,267,120$10,260,6
24
=========== =========== ======================
(CONTINUED NEXT PAGE)
-7-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 6. Statement of Net Assets Available for Benefits With Fund Information
(continued)
December 31, 1994
T. Rowe
Price U.S.T. Rowe T. Rowe T. Rowe
Treasury Price Price Price
Inter- Equity Spectrum Spectrum
mediate Income Growth Income
Bond Fund Fund Fund Fund
----------------------------------------
ASSETS
Investments, at fair value $2,006,742$9,047,909$3,729,284$2,199,690
Contributions receivable - 144,346 67,694 89,989
Interest and dividends
receivable - - - -
Cash - - - -
----------------------------------------
Net assets available for benefits $2,006,742$9,192,255$3,796,978$2,289,6
79
========================================
(CONTINUED NEXT PAGE)
-8-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 6. Statement of Net Assets Available for Benefits With Fund Information
(continued)
December 31, 1994
T. Rowe
Price
Inter- Total
national Page 7
Stock Loan Page 8 and
Fund Fund Page 9
-------- ---------- -----------
ASSETS
Investments, at fair value $2,396,591$2,160,873$43,713,674
Contributions receivable 46,029 -504,971
Interest and dividends
receivable - 12,409 12,409
Cash - - 2,914
-------------------------------
Net assets available for benefits $2,442,620 $2,173,282$44,233,968
========== =====================
-9-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 6. Statement of Net Assets Available for Benefits With Fund Information
(continued)
December 31, 1993
Guaranteed T. Rowe
Fixed Price U. S.
Crown Savings Income Treasury
Stock Bonds Funds Money Fund
----------- ----------- ----------------------
ASSETS
Investments, at fair value $ 5,328,751 $ 1,215,795 $ 6,257,212$10,623,920
Contributions receivable 73,601 - -
93,694
Interest and dividends
receivable - - - -
Cash - - - 29,837
----------- ----------- ----------------------
Net assets available for benefits$ 5,402,352$ 1,215,795$6,257,212$10,747,451
=========== =========== ======================
(CONTINUED NEXT PAGE)
-10-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 6. Statement of Net Assets Available for Benefits With Fund Information
(continued)
December 31, 1993
T. Rowe
Price U.S.T. Rowe T. Rowe T. Rowe
Treasury Price Price Price
Inter- Equity Spectrum Spectrum
mediate Income Growth Income
Bond Fund Fund Fund Fund
----------------------------------------
ASSETS
Investments, at fair value $3,172,226$7,450,946$2,581,277$1,010,869
Contributions receivable - 142,412 56,380 106,520
Interest and dividends
receivable - - - -
Cash - - - -
----------------------------------------
Net assets available for benefits $3,172,226$7,593,358$2,637,657$1,117,3
89
========================================
(CONTINUED NEXT PAGE)
-11-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 6. Statement of Net Assets Available for Benefits With Fund Information
(continued)
December 31, 1993
T. Rowe
Price
Inter- Total
national Page 10
Stock Loan Page 11 and
Fund Fund Page 12
-------- ---------- -----------
ASSETS
Investments, at fair value $880,657 $2,194,657 $40,716,310
Contributions receivable 12,065 -484,672
Interest and dividends
receivable - 12,194 12,194
Cash - - 29,837
-------------------------------
Net assets available for benefits $892,722 $2,206,851$41,243,013
========== =====================
-12-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 7. Statement of Changes in Net Assets Available for Benefits With Fund
Information
Year ended December 31, 1994
Guaranteed T. Rowe
Fixed Price U. S.
Crown Savings Income Treasury
Stock Bonds Funds Money Fund
-------------------------------------------
Net investment income:
Interest $ - $ 98,972 $ 545,637 $ 352,115
Dividends - - - -
---------- --------- ---------- -------
- ----
Net investment income - 98,972 545,637 352,115
Contributions 711,552 - - 964,115
---------- --------- ---------- -----------
Total additions 711,552 98,972 545,637 1,316,230
Withdrawals (307,520) (15,062) (334,134)(1,286,487)
Net realized gain (loss)
on sale of investments 54,595 - - -
Unrealized appreciation
(depreciation) in fair
value of investments (813,167) - - -
Interfund transfers (465,038) (77,811) (201,595) (516,570)
---------- --------- ---------- -----------
Net increase (decrease) in net
assets available for benefits (819,578) 6,099 9,908 (486,82
7)
Net assets available for
benefits at beginning of year 5,402,352 1,215,795 6,257,212 10,747
,451
---------- --------- ---------- -----------
Net assets available for
benefits at end of year $4,582,774 $1,221,894 $6,267,120 $10,2
60,624
========== ========== ========== ===========
(CONTINUED NEXT PAGE)
-13-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 7. Statement of Changes in Net Assets Available for Benefits With Fund
Information
(continued)
Year ended December 31, 1994
T. Rowe
Price U.S. T. Rowe T. Rowe
Treasury Price Price
Inter- Equity Spectrum
mediate Income Growth
Bond Fund Fund Fund
--------------------------------
Net investment income:
Interest
Dividends $152,537 $ 720,487 $ 278,867
---------- ----------- ----------
Net investment income 152,537 720,487 278,867
Contributions - 1,569,823 726,488
---------- ----------- -----------
Total additions 152,537 2,290,310 1,005,355
Withdrawals (227,686) (515,502) (188,570)
Net realized gain (loss)
on sale of investments (31,754) 31,806 13,841
Unrealized appreciation
(depreciation) in fair
value of investments (177,075) (393,624)(255,724)
Interfund transfers (881,506) 185,907 584,419
---------- ----------- -----------
Net increase (decrease) in net
assets available for benefits(1,165,484)1,598,897 1,159,321
Net assets available for
benefits at beginning of year3,172,226 7,593,358 2,637,657
---------- ----------- -----------
Net assets available for
benefits at end of year $2,006,742 $ 9,192,255 $ 3,796,978
========== =========== ===========
(CONTINUED NEXT PAGE)
-14-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 7. Statement of Changes in Net Assets Available for Benefits With Fund
Information
(continued)
Year ended December 31, 1994
T. Rowe
T. Rowe Price Total
Price Inter- Page 13,
Spectrum national Page 14
Income Stock Loan and
Fund Fund Fund Page 15
------------------- ---------------------
Net investment income:
Interest $ - $ - $ 129,644 $ 1,126,368
Dividends 131,946 147,137 - 1,430,974
---------- --------- ---------- -----------
Net investment income 131,946 147,137 129,644 2,557,3
42
Contributions 1,074,056 448,134 - 5,494,168
- ---------- --------- ---------- -----------
Total additions 1,206,002 595,271 129,644 8,051,510
Withdrawals (90,222) (70,166) (101,309)(3,136,658)
Net realized gain (loss)
on sale of investments (17,070) (764) - 50,654
Unrealized appreciation
(depreciation) in fair
value of investments (138,104) (196,857) - (1,974,
551)
Interfund transfers 211,684 1,222,414 (61,904) -
---------- ---------- ---------- -----------
Net increase (decrease) in net
assets available for benefits1,172,290 1,549,898 (33,569)2,990,955
Net assets available for
benefits at beginning of year 1,117,389 892,722 2,206,851 41,243,
013
---------- ---------- ---------- ------
- -----
Net assets available for
benefits at end of year $2,289,679 $2,442,620 $2,173,282 $44,233,968
========== ========== ========== =====
======
-15-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 7. Statement of Changes in Net Assets Available for Benefits With Fund
Information
(continued)
Year ended December 31, 1993
Guaranteed T. Rowe
Fixed Price U. S.
Crown Savings Income Treasury
Stock Bonds Funds Money Fund
-------------------------------------------
Net investment income:
Interest $ - $ 93,790 $ 974,526 $ 210,741
Dividends - - - -
---------- --------- ---------- -------
- ----
Net investment income - 93,790 974,526 210,741
Contributions 845,680 - - 1,088,714
---------- --------- ---------- -----------
Total additions 845,680 93,790 974,526 1,299,455
Withdrawals (315,575) (5,899) (682,399) (939,847)
Net realized (loss) gain
on sale of investments (183,720) - - -
Unrealized (depreciation)
appreciation in fair
value of investments 605,393 - - -
Interfund transfers 391,285 (73,551)(8,218,768)3,257,093
---------- --------- ---------- -----------
Net (decrease) increase in net
assets available for benefits 1,343,063 14,340 (7,926,641) 3,616
,701
Net assets available for
benefits at beginning of year 4,059,289 1,201,455 14,183,853 7,130
,750
---------- --------- ---------- -----------
Net assets available for
benefits at end of year $5,402,352 $1,215,795 $ 6,257,212 $10,
747,451
========== ========== =========== ===========
(CONTINUED NEXT PAGE)
-16-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 7. Statement of Changes in Net Assets Available for Benefits With Fund
Information
(continued)
Year ended December 31, 1993
T. Rowe
Price U.S. T. Rowe T. Rowe
Treasury Price Price
Inter- Equity Spectrum
mediate Income Growth
Bond Fund Fund Fund
--------------------------------
Net investment income:
Interest $ - $ - $ -
Dividends 166,577 481,974 178,141
---------- ----------- ----------
Net investment income 166,577 481,974 178,141
Contributions 974,829 1,611,820 558,365
---------- ----------- -----------
Total additions 1,141,406 2,093,794 736,506
Withdrawals (203,054) (375,819) (67,200)
Net realized (loss) gain
on sale of investments 19,703 69,989 10,725
Unrealized (depreciation)
appreciation in fair
value of investments 17,109 200,920 120,011
Interfund transfers (68,285)1,785,393 982,972
---------- ----------- -----------
Net (decrease) increase in net
assets available for benefits906,879 3,774,277 1,783,014
Net assets available for
benefits at beginning of year2,265,347 3,819,081 854,643
---------- ----------- -----------
Net assets available for
benefits at end of year $3,172,226 $ 7,593,358 $ 2,637,657
========== =========== ===========
(CONTINUED NEXT PAGE)
-17-
Crown Central Employees Savings Plan
Notes to Financial Statements (continued)
Note 7. Statement of Changes in Net Assets Available for Benefits With Fund
Information
(continued)
Year ended December 31, 1993
T. Rowe
T. Rowe Price Total
Price Inter- Page 16,
Spectrum national Page 17
Income Stock Loan and
Fund Fund Fund Page 18
------------------- ---------------------
Net investment income:
Interest $ - $ - $ 124,415 $ 1,403,472
Dividends 25,801 17,526 - 870,019
---------- --------- ---------- -----------
Net investment income 25,801 17,526 124,415 2,273,4
91
Contributions 309,805 19,981 - 5,409,194
- ---------- --------- ---------- -----------
Total additions 335,606 37,507 124,415 7,682,685
Withdrawals (1,561) - (82,547)(2,673,901)
Net realized (loss) gain
on sale of investments 6 (86) - (83,383)
Unrealized (depreciation)
appreciation in fair
value of investments (15,725) 30,408 - 958,116
Interfund transfers 799,063 824,893 319,905 -
---------- ---------- ---------- -----------
Net (decrease) increase in net
assets available for benefits1,117,389 892,722 361,773 5,883,517
Net assets available for
benefits at beginning of year - - 1,845,078 35,359,
496
---------- ---------- ---------- ------
- -----
Net assets available for
benefits at end of year $1,117,389 $ 892,722 $2,206,851 $41,243,013
========== ========== ========== =====
======
-18-
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-37630) pertaining
to the Employees Savings Plan of Crown Central Petroleum
Corporation and Subsidiaries and in the related
Prospectus of our report dated May 5, 1994, with respect
to the financial statements and schedules of the Crown
Central Employees Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1994.
Ernst & Young
Baltimore, Maryland
June 27, 1995