CROWN CENTRAL PETROLEUM CORPORATION
ONE NORTH CHARLES STREET
BALTIMORE, MARYLAND 21201
_________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 24, 1997
_________________________
To the Stockholders of CROWN CENTRAL PETROLEUM
CORPORATION:
Notice is hereby given that the Annual Meeting of
Stockholders of Crown Central Petroleum Corporation
(the ``
Company'') will be held at the Turf Valley
Conference Center, 2700 Turf Valley Road, Ellicott
City, Maryland on Thursday, the 24th day of April, 1997
at two o'clock in the afternoon, Eastern Daylight Time,
for the following purposes:
1.
1.
1. Election of Directors.
Election of Directors.
Election of Directors. To elect a Board of
nine (9) directors, each to serve for the next
succeeding year or until his or her successor is
elected and has qualified. Seven (7) of such
directors will be elected by the holders of the
Class A Common Stock and two (2) of such directors
will be elected by the holders of the Class B
Common Stock.
2.
2.
2. Other Business.
Other Business.
Other Business. To transact such other
business as may properly come before the meeting. The
Board of Directors of the Company knows of no
business other than the election of directors which
will be presented for consideration
at the Annual Meeting
Details respecting these matters are set forth in
the Proxy Statement. Only stockholdersof record at the
close of business on March 12, 1997 will be entitled to
notice of and to vote at the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ACCOMPANYING POSTAGE PAID,
ADDRESSED ENVELOPE AS PROMPTLY AS POSSIBLE. YOU MAY
REVOKE THE PROXY BY GIVING WRITTEN NOTICE TO THE
SECRETARY OF THE COMPANY AT THE ADDRESS ABOVE OR BY
EXECUTION AND DELIVERY OF A LATER DATED PROXY.
By order of the Board of
Directors,
Dolores B. Rawlings,
Vice President -
Secretary
CROWN CENTRAL PETROLEUM CORPORATION
ONE NORTH CHARLES STREET
BALTIMORE, MARYLAND 21201
_________________________
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
to be held April 24, 1997
_________________________
SOLICITATION AND REVOCABILITY OF PROXIES
SOLICITATION AND REVOCABILITY OF PROXIES
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection
with the solicitation of proxies on behalf of the Board
of Directors of Crown Central Petroleum Corporation
(``
Crown'' or the ``Company'') for use at the Company's
Annual Meeting of Stockholders (the "Annual Meeting")
to be held at the Turf Valley Conference Center, 2700
Turf Valley Road, Ellicott City, Maryland on Thursday,
the 24th day of April, 1997 at two o'clock in the
afternoon.
The Board of Directors of the Company has fixed
the close of business on March 12, 1997 as the record
date (the ``
Record Date'') for the determination of
Company stockholders entitled to notice of and to vote
at the Annual Meeting. Accordingly, only holders of
record of Class A Common Stock, par value $5.00 per
share (``
Class A Stock''), and holders of record of
Class B Common Stock, par value $5.00 per share
(``
Class B Stock''), at the close of business on the
Record Date ("Record Holders") are entitled to notice
of the Annual Meeting and to attend and vote at the
Annual Meeting. The holder of a valid proxy will be
permitted to attend the Annual Meeting and to vote the
stock of a Record Holder. To be valid, a proxy must
either be in writing and be signed by the Record Holder
or be authorized by an electronic transmission from the
Record Holder. In addition, to be valid, a proxy
cannot have been revoked or superseded by a valid proxy
with a later date.
The Proxy Card provided with this Proxy Statement
is for completion by both holders of Class A Stock and
holders of Class B Stock. If a stockholder owns shares
of Class A Stock, the stockholder should vote on the
election of the directors to be elected by the holders
of Class A Stock. If a stockholder owns shares of
Class B Stock, the stockholder should vote on the
election of the directors to be elected by the holders
of Class B Stock If a stockholder owns shares of
both Class A Stock and Class B Stock, the stockholder
should vote on the election of all directors. All
properly executed proxies delivered pursuant to this
solicitation will be voted at the Annual Meeting, or
any adjournments thereof, in accordance with
instructions contained therein, if any. IF NO
IF NO
IF NO
INSTRUCTIONS ARE INDICATED, SHARES OF CLASS A STOCK AND
INSTRUCTIONS ARE INDICATED, SHARES OF CLASS A STOCK AND
INSTRUCTIONS ARE INDICATED, SHARES OF CLASS A STOCK AND
CLASS B STOCK FOR WHICH EXECUTED PROXIES ARE RECEIVED
CLASS B STOCK FOR WHICH EXECUTED PROXIES ARE RECEIVED
CLASS B STOCK FOR WHICH EXECUTED PROXIES ARE RECEIVED
WILL BE VOTED
WILL BE VOTED
WILL BE VOTED ___
FOR
___
FOR
___
FOR THE ELECTION OF THE NOMINEES NAMED IN
THE ELECTION OF THE NOMINEES NAMED IN
THE ELECTION OF THE NOMINEES NAMED IN
THE PROXY AS DIRECTORS OF THE COMPANY AND IN THE
THE PROXY AS DIRECTORS OF THE COMPANY AND IN THE
THE PROXY AS DIRECTORS OF THE COMPANY AND IN THE
DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER
DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER
DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER
WHICH MAY PROPERLY COME BEFORE THE MEETING.
WHICH MAY PROPERLY COME BEFORE THE MEETING.
WHICH MAY PROPERLY COME BEFORE THE MEETING.
Execution and return of the accompanying Proxy
Card will not in any way affect a stockholder's right
to attend the Annual Meeting and, if such stockholder's
proxy is revoked, to vote in person. The stockholder
giving the proxy has the power to revoke it at any time
before it is exercised by filing with the Secretary of
the Company a written revocation or a duly executed
proxy bearing a later date. Presence at the Annual
Meeting will not, of itself, revoke the proxy.
The expense of the solicitation of proxies for the
Annual Meeting, including the cost of preparing and
mailing this Proxy Statement, will be borne by the
Company. Proxies may be solicited by use of the mails,
by personal interview, or by telephone or other
electronic means and may be solicited, to a limited
extent, by officers and directors, and by other
employees of the Company. Brokers, nominees,
fiduciaries, and other custodians will be requested to
forward soliciting material to the beneficial owners of
shares and to request authority for the execution of
proxies and will be reimbursed by the Company for their
expenses in forwarding such material.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, DATE, EXECUTE
AND RETURN THE PROXY CARD SENT TO THEM WITH THIS PROXY
STATEMENT.
-1-
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
Election of Directors.
Election of Directors.
Election of Directors. Nine (9) directors are to
be elected, each to serve until the next annual meeting
of the stockholders and until his or her successor is
duly elected and has qualified. Two (2) directors (who
may not be employees of the Company or of any
subsidiary of the Company) will be elected by the
holders of the Class B Stock, and the other seven (7)
directors will be elected by the holders of the Class A
Stock. See ``
Voting at the Annual Meeting - Voting
Rights of Class A and Class B Stock''
for a description
of the voting rights of the Class A Stock and of the
Class B Stock in the election of directors. A
plurality of all votes cast by the applicable class
will be sufficient to elect each such director.
VOTING AT THE ANNUAL MEETING
VOTING AT THE ANNUAL MEETING
VOTING AT THE ANNUAL MEETING
Outstanding Shares; Quorum.
Outstanding Shares; Quorum.
Outstanding Shares; Quorum. At the close of
business on the Record Date, there were 4,817,394
shares of Class A Stock outstanding and 5,084,090
shares of Class B Stock outstanding. The presence, in
person or by properly executed and delivered proxy, of
the holders of a majority of the votes of Class A Stock
and Class B Stock entitled to vote at the Annual
Meeting, taken together, is necessary to constitute a
quorum at the Annual Meeting. For information with
respect to stockholders who own more than 5% of the
outstanding Class A Stock or Class B Stock, see
``
Security Ownership by Certain Beneficial Owners and
Management.''
Voting Rights of Class A and Class B Stock.
Voting Rights of Class A and Class B Stock.
Voting Rights of Class A and Class B Stock. The
holders of record of the Class A Stock are entitled,
voting separately as a class, to elect and to remove
all directors other than directors to be elected by any
other class or classes or series of stock. The holders
of record of the Class B Stock may elect and remove two
(2) directors, who may not be employees of the Company
or of any subsidiary of the Company. There are no
other classes of stock currently outstanding.
Except with respect to the election of directors
as described above, in all proceedings in which action
of the stockholders of the Company is to be taken, each
share of Class A Stock shall entitle the holder of
record thereof to one vote, and each share of Class B
Stock shall entitle the holder of record thereof to
one-tenth (1/10) vote. Except with respect to the
election of directors, holders of Class A Stock vote
together with holders of Class B Stock as a single
class.
The Company Savings Plans.
The Company Savings Plans.
The Company Savings Plans. A unit of T. Rowe
Price serves as the trustee for the Company's Employees
Savings Plan and the Employees Supplemental Savings
Plan (collectively the "Savings Plans"). Each plan
participant with an investment in Class A Stock or
Class B Stock will be given a form of proxy to be used
to instruct the trustee how to vote the Company stock
held in the Savings Plans for the benefit of the
participant. Shares for which no instructions are
timely given will be voted as provided in the Savings
Plans by the trustee in the same proportion as the
votes cast with respect to those shares for which the
trustee receives proper instructions. There is no
provision in the Savings Plans to permit the trustee to
grant a proxy to a plan participant; and as a result,
all shares of Class A Stock and Class B Stock held in
the Savings Plans will be voted by the trustee in
accordance with the procedures described in this
paragraph.
E
E
ELECTION OF
LECTION OF
LECTION OF D
D
DIRECTORS
IRECTORS
IRECTORS
At the Annual Meeting, nine (9) directors will be
elected, each to serve until the next annual meeting of
the stockholders and until his or her successor is duly
elected and has qualified. Two (2) directors (who may
not be employees of the Company or of any subsidiary of
the Company) will be elected by the holders of the
Class B Stock. The other seven (7) directors will be
elected by the holders of the Class A Stock.
INFORMATION CONCERNING THE NOMINEES
INFORMATION CONCERNING THE NOMINEES
INFORMATION CONCERNING THE NOMINEES
The names and ages (as of December 31, 1996) of
those persons nominated to be directors of the Company,
as well as their principal occupations for the last
five years, directorships held by them in certain other
publicly held companies, the year in which each became
a director of the Company and certain other information
with respect to such nominees are set forth below. The
first seven (7) nominees listed will be elected by the
holders of Class A Stock and the last two (2) nominees
listed will be elected by the holders of Class B Stock.
All of the nominees are presently directors of the
Company and all of such nominees, except for Sanford V.
Schmidt, were elected at the Annual Meeting of
Stockholders on April 25, 1996. Mr. Schmidt was
elected to the Board at a January 30, 1997 meeting of
the Board of Directors.
-2-
There are no family relationships among any of the
directors. Edward L. Rosenberg, Senior Vice President
- Supply and Transportation and Frank B. Rosenberg,
Senior Vice President - Marketing, are sons of Henry A.
Rosenberg, Jr., Chairman of the Board, President and
Chief Executive Officer. There are no other family
relationships among the directors and the executive
officers and there is no other arrangement or
understanding between any director and any other person
pursuant to which the director was elected.
Proxies received will be voted in the manner
directed in the proxy or, if no direction is made, for
the election of the nominees named below. Although it
is not expected that such a contingency will occur, if
any nominee declines or is unable to serve, the proxies
will be voted for a substitute nominee and unless
otherwise directed, for the other nominees named below.
Name and Age on
Name and Age on
Name and Age on Principal Occupation for Last 5 Years;
Principal Occupation for Last 5 Years;
Principal Occupation for Last 5 Years; Directo
Directo
Directo
____________
December 31,
____________
December 31,
____________
December 31, ____________________________________
Directorships in Public Corporations
____________________________________
Directorships in Public Corporations
____________________________________
Directorships in Public Corporations r
r
r
____
1996
____
1996
____
1996
_____
Since
_____
Since
_____
Since
To be elected by the holders of the Class A Stock:
To be elected by the holders of the Class A Stock:
To be elected by the holders of the Class A Stock:
Jack Africk Retired. Formerly, Vice Chairman, UST, Inc. 1991
(68) from September 1990 through May 1993. Also
a director of Duty-Free International, Inc.,
Tanger Factory Outlet Centers, Inc. and
Transmedia Network, Inc.
George L. President and Chief Executive Officer, 1992
Bunting, Jr. Bunting Management Group since July 1991.
(56) Also a director of Guilford Pharmaceuticals
Inc., Mercantile Bankshares Corporation, PHH
Corporation and USF&G Corporation.
Michael F. President, The Evolution Consulting Group, 1991
Dacey Inc. since March 1995; Executive Vice
(52) President, The Chase Manhattan Bank, N.A.
from September 1987 through September 1994.
Patricia A. Retired. Formerly, Senior Vice President - 1989
Goldman Corporate Communications, USAir, Inc. from
(54) February 1988 through January 1994. Also a
director of Erie Family Life Insurance
Company and Erie Indemnity Company.
William L. Jews President and Chief Executive Officer, Blue 1992
(44) Cross and Blue Shield of Maryland since
April 1993; President and Chief Executive
Officer, Dimensions Health Corporation from
March 1990 through March 1993. Also a
director of Municipal Mortgage and Equity,
L.L.C., NationsBank, N.A. and The Ryland
Group, Inc.
Henry A. Chairman of the Board and Chief Executive 1955
Rosenberg, Officer of the Company since May 1975. Also
Jr. a director of Signet Banking Corporation and
(67) USF&G Corporation.
Sanford V. Senior Vice President and Chief 1997
Schmidt Administrative Officer, American Trading and
(49) Production Corporation ("Atapco") since May
1992; President and Chief Executive Officer
of Penn-Attransco Corporation from July 1989
through April 1992.
To be elected by the holders of the Class B Stock:
To be elected by the holders of the Class B Stock:
To be elected by the holders of the Class B Stock:
Thomas M. Retired. Formerly, Chairman of the Board, 1988
Gibbons The Chesapeake and Potomac Telephone
(71) Companies, part of Bell Atlantic
Corporation.
The Reverend President, Loyola College in Maryland since 1995
Harold E. July 1994; Professor of English and
Ridley, Jr., Department Chair, LeMoyne College from
S.J. September 1985 through June 1994.
(57)
The Board of Directors recommends that the stockholders
The Board of Directors recommends that the stockholders
The Board of Directors recommends that the stockholders
vote
vote
vote ___
FOR
___
FOR
___
FOR the nominees presented herein.
the nominees presented herein.
the nominees presented herein.
-3-
BOARD OF DIRECTORS AND COMMITTEES
BOARD OF DIRECTORS AND COMMITTEES
BOARD OF DIRECTORS AND COMMITTEES
Attendance.
Attendance.
Attendance. The Board of Directors held eleven
meetings during the past year. All of the directors
attended at least 75% of the aggregate of the total
number of meetings of the Board of Directors and the
committees on which they served during the year.
Compensation of Directors.
Compensation of Directors.
Compensation of Directors. Each director who is
not an employee of the Company or a subsidiary of the
Company is paid $12,000 per year for serving as a
director and a meeting fee of $600, plus travel
expenses, for attendance at each meeting. Each non-
employee director who is a member of any committee of
the Board of Directors other than the Executive
Committee is paid $3,000 per year for serving on each
such committee. The chairman of any committee other
than the Executive Committee is paid a fee of $1,000
for serving in that capacity. Directors who are
employees receive no separate compensation for serving
on the Board, on any Board committee or as Chairman of
any committee. See ``
Interest of Management and Others
in Transactions with the Company and its Subsidiaries''
for a description of Mr. Africk's consulting agreement
under which he is paid a fee of $3,000 per month.
Deferred Compensation Plan.
Deferred Compensation Plan.
Deferred Compensation Plan. Effective September
1, 1983, the Company adopted a Deferred Compensation
Plan for non-employee directors which permits each such
director to defer all, or a portion, of his or her
compensation for payment after his or her termination
as a director. The plan provides for the accrual of
interest quarterly on the funds at the 90-day Treasury
Bill rate in effect at the beginning of the quarter.
The director may elect to receive the deferred
compensation in one lump sum payment or in a number of
annual installments (not exceeding ten).
Committees.
Committees.
Committees. The Executive Committee has the
authority to act on behalf of the Board of Directors
between meetings of the Board. Mr. Rosenberg serves as
Chairman and Messrs. Africk and Gibbons are members of
the Committee. In addition to the Executive Committee,
the Audit Committee and the Executive Compensation and
Bonus Committee are the other standing committees of
the Board.
Audit Committee
Audit Committee
Audit Committee.
Mr. Africk serves as Chairman and Messrs. Bunting,
Dacey, and Gibbons are members of the Audit Committee.
The Audit Committee met six times during the past year.
The functions which this Committee performs under its
charter include: (i) recommending the selection of
independent public accountants and reviewing with such
accountants the audit scope and the results of the
audit engagement; (ii) reviewing matters pertaining to
internal audit and other internal control procedures;
(iii) reviewing the audited and the unaudited
statements to be submitted to the Board for approval;
(iv) reviewing substantial claims by or against the
Company; (v) reviewing the Company's financing plans
and its compliance with debt covenants; (vi) reviewing
current accounting related matters affecting the
Company; and (vii) reviewing the effect of the scope of
non-audit services rendered by the independent public
accountants on their independence.
Executive Compensation and Bonus Committee
Executive Compensation and Bonus Committee
Executive Compensation and Bonus Committee.
Mr. Gibbons serves as Chairman and Ms. Goldman,
Mr. Jews and Father Ridley are members of the Executive
Compensation and Bonus Committee (the ``
Compensation
Committee''
). The Compensation Committee met seven
times during the past year. The Compensation Committee
has the principal responsibility for the administration
of the Annual Incentive Plan which is now known as the
Performance Incentive Plan and the 1994 Long-Term
Incentive Plan (the ``
Long-Term Plan'') and the
authority and duty to submit recommendations to the
Board with respect to the salaries of the Chairman of
the Board and President. In addition, the Compensation
Committee has the authority to submit recommendations
to the Board with respect to plans for the compensation
of executives of the Company, including amendments to
any plans for compensation.
Succession Planning Committee.
Succession Planning Committee.
Succession Planning Committee.
At a meeting on November 7, 1996, the Board of
Directors established the Succession Planning Committee
as a special committee of the Board. Mr. Africk has
been appointed Chairman and Messrs. Bunting, Gibbons
and Rosenberg are members of the Committee. The
Committee did not meet in 1996.
-4-
REPORT OF EXECUTIVE COMPENSATION AND BONUS COMMITTEE
REPORT OF EXECUTIVE COMPENSATION AND BONUS COMMITTEE
REPORT OF EXECUTIVE COMPENSATION AND BONUS COMMITTEE
On an annual basis, the Company engages an
internationally known management consulting firm to
assist it in performing a review of its executive
compensation practices. Compensation philosophy, the
Company's objectives and Crown's total direct
compensation package which consists of base salary and
of annual and long-term incentives are reviewed. The
results of this study are carefully considered by the
Compensation Committee in connection with its approval
of the compensation to be paid to the Company's
executive officers.
The following objectives and guiding principles
have been identified in establishing the Company's
executive compensation program: (1) provide a strong
link between management and shareholder interests by
rewarding executives for the creation of shareholder
value; (2) attract and retain key executive talent by
providing competitive total reward opportunities based
on the Company's performance; (3) provide an
appropriate balance between short and long-term reward
opportunities; and (4) insure there is a clear line-of-
sight between opportunities and performance controlled
or directly influenced by the executive.
Specifically, base salaries are targeted to the
median or fiftieth percentile of overall competitive
practices. Recommendations for base salary adjustments
for the officers are determined by considering the
executive's position, experience, knowledge, skills,
and job performance, as reflected in the Chairman's
recommendations to the Compensation Committee. Annual
incentive and long-term incentive awards are each
targeted to generate total cash compensation between
the fiftieth and the seventy-fifth percentile of
competitive practices and are based on the Company's
performance.
The Company's competitive position is determined
by conducting an annual survey of the practices at
other companies both national and regional including
companies of similar size and focus within the
petroleum industry. Four of the ten companies most
recently selected as industry comparables are included
in the more than two dozen companies in the Value Line
Integrated Petroleum Index shown on the Performance
Graph in this Proxy Statement.
The Company's most recent survey analysis of
compensation practices shows that officers' base
salaries are generally below the median. The
Compensation Committee is, to the extent practicable,
attempting to insure that increases in base salaries
are targeted to median levels. During 1996, the
Compensation Committee concluded that the base salary
previously established for Mr. Henry A. Rosenberg, Jr.
in July 1995 should not be adjusted since it was in the
median range of comparable salaries for chief executive
officers.
In 1994, the Company adopted the Performance
Incentive Plan and, with stockholder approval, it also
adopted the Long-Term Plan. These Plans are intended
to provide additional incentives to officers and senior
managers for improvements in Company-wide performance.
The 1997 Performance Incentive Plan is a cash plan
offered to officers, senior managers and other salaried
employees. Minimum, target and maximum awards are
established by the Compensation Committee for each Plan
year. Executive officers can earn a target award of
30-55% of base salary based upon the Company's
performance, as measured by EBITDAAL which is defined
as earnings before interest, taxes, depreciation,
amortization, abandonments and LIFO accounting
provisions. EBITDAAL must meet the annual minimum
threshold approved by the Compensation Committee for
any awards to be earned in a Plan year. The Company's
1996 actual operating performance was within the range
that allowed for the payment of incentive awards at the
minimum level provided by the 1996 Performance
Incentive Plan.
The Long-Term Plan is designed to provide
incentives to officers and key employees who have
significant responsibilities for the successful
implementation of the Company's long-term business
strategies. The Long-Term Plan provides for awards of
non-qualified stock options ("Options") for the
purchase of the Company's Class B Stock and for
Performance Vested Restricted Stock ("PVR Stock") which
is also awarded in shares of Class B Stock. Awards are
made by the Compensation Committee, and no participant
may receive Options for more than 150,000 shares of
stock or more than 50,000 shares of PVR Stock in any
one year.
PVR Stock is issued to a participant subject to
the attainment of performance goals and the
satisfaction of various restrictions established by the
Compensation Committee. The performance goals are
currently based upon the Company's operating
performance as measured by EBITDAAL. In addition,
three-year Net Income on a FIFO basis must meet the
minimum threshold approved by the Compensation
Committee for any awards of PVR Stock to vest at the
end of the performance cycle. In 1996, the
Compensation Committee adopted a new feature which
permits PVR Stock that has not vested at the end of the
performance cycle to vest at the end of five years
rather than being forfeited by the participant. This
-5-
feature is intended to help the Company retain the
services of participants in the Long-Term Plan and to
simplify the accounting treatment of PVR Stock. The
1994-1996 Plan cycle has been completed and, because
the minimum performance goals established were not
achieved, the PVR Stock issued under the Plan for that
cycle has been forfeited by the participants.
Based upon recommendations of the Company's
management consulting firm and in an effort to provide
more competitive executive benefits which are
consistent with current practices, the Compensation
Committee recommended, and the Board approved, the
amendment and restatement of the Supplemental
Retirement Income Plan for Senior Executives (the "SRI
Plan") and the adoption of an Executive Severance Plan
( the "Severance Plan"). All officers at the Vice
President level and above are now participants in the
amended SRI Plan and benefits vest after five years of
service. All current officers at the Vice President
level and above have been designated as participants in
the Severance Plan. Under the Severance Plan, if a
participant is terminated without good reason within
two years of a change of control, as defined in the
Severance Plan, the participant receives credit for
enhanced age and service under the SRI Plan and the
immediate payment of SRI Plan benefits. In addition,
the participant receives a payment of two times the
executive's annual salary, full payment under the
annual Performance Incentive Plan, an additional
contribution equal to a two-year Company match for
participants in the Savings Plans, the continuation of
certain welfare benefits for a two-year period and
certain other miscellaneous benefits. The Committee
views the Severance Plan as a typical executive benefit
that will help insure stability and continuity of
employment of key management personnel at the time of
a proposed or threatened change of control, if any.
It is not currently anticipated that any officer
could earn annual compensation in excess of one million
dollars under the existing compensation plans.
Stockholder approval of the Performance Incentive Plan
would be required for compensation under this plan to
qualify for deductibility under Section 162(m) of the
Internal Revenue Code. Some additional limitations on
the PVR Stock portion (but not the portion relating to
Options) of the Long-Term Plan might also be required
to qualify that compensation for deductibility. The
Compensation Committee will consider recommending such
steps as may be required to qualify either annual or
long-term incentive compensation for deductibility if
that appears appropriate at some time in the future.
This Report has been submitted by the Compensation
Committee: Thomas M. Gibbons, Chairman; Patricia A.
Goldman; William L. Jews; and Harold E. Ridley, Jr.,
S.J.
INTEREST OF MANAGEMENT AND OTHERS IN TRANSACTIONS WITH
INTEREST OF MANAGEMENT AND OTHERS IN TRANSACTIONS WITH
INTEREST OF MANAGEMENT AND OTHERS IN TRANSACTIONS WITH
THE COMPANY AND ITS SUBSIDIARIES
THE COMPANY AND ITS SUBSIDIARIES
THE COMPANY AND ITS SUBSIDIARIES
In the ordinary course of business, the Company
leases offices in an office building that was formerly
owned by American Trading Real Estate Company, Inc.
("Atreco"), all of the stock of which is owned by
American Trading Real Estate Properties, Inc., a wholly
owned subsidiary of Atapco of which Messrs. Henry A.
Rosenberg, Jr. and Edward L. Rosenberg are directors
and stockholders, Mr. Schmidt is an officer, and Mr.
Frank B. Rosenberg is a stockholder. For 1996 the
total rent paid to Atreco during the time it owned the
building including escalation was $550,119 which was no
greater than the rent charged others for comparable
space in the building. In addition, the Company paid
$38,773 to Atreco for maintenance and miscellaneous
charges, which was no greater than charges to others
for comparable services.
In the ordinary course of business, the Company
and its subsidiaries maintain bank accounts and
relationships with, including from time to time
borrowings from, NationsBank, N.A., of which Mr. Jews
is a director, and Signet Bank, a subsidiary of Signet
Banking Corporation, of which Mr. Henry A. Rosenberg,
Jr. is a director. In September 1995, the Company
entered into a $130,000,000 Credit Agreement (the
Credit Agreement
`` ) with NationsBank of Texas, N.A.,
''
as Administrative Agent and Letter of Credit Agent for
a group of banks. NationsBank of Texas, N.A. is an
affiliate of NationsBank, N.A. Signet Bank was also
one of the banks party to the Credit Agreement and is
the Trustee of the Company's Retirement Plan.
Effective November 1, 1993, Mr. Africk became a
general business advisor and consultant to the Company
for which he is paid a consultancy fee of $3,000 per
month. His work in this capacity is in addition to his
service as a director, member of the Executive
Committee, Chairman of the Audit Committee and Chairman
of the Succession Planning Committee.
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
COMPENSATION DECISIONS
COMPENSATION DECISIONS
None
-6-
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
MANAGEMENT
MANAGEMENT
Owners of More than Five Percent.
Owners of More than Five Percent.
Owners of More than Five Percent. The following
table sets forth the class of shares of the Company's
stock, and the amount and percentage of that class,
owned by all persons known by the Company to be the
beneficial owners of more than 5% of the shares of any
class of the Company's stock on December 31, 1996:
___
Name and Address Percen
___________________
of Beneficial Owner ______
Amount
t
______________
Title of Class __
of
_____
Class
American Trading and
Production Class A Stock 2,461,071 51.09
Corporation ''
group
`` Class B Stock
(a) 796,673 15.10
Blaustein Building
P.O. Box 238
Baltimore, MD 21203
A.I.C. Limited
group
`` (b)
'' Class A Stock 448,900 9.32
7930 Clayton Road
St. Louis, MO 63117
Franklin Resources,
Inc. (c) Class B Stock 827,700 16.02
777 Mariners Island
Boulevard
P.O. Box 7777
San Mateo, CA 94403
Donald Smith & Co.,
Inc. (d) Class B Stock 490,000 9.49
15 Essex Road
Paramus, NJ 07652
Wellington Management
Company, LLP (e) Class B Stock 448,900 8.69
75 State Street
Boston, Massachusetts
02109
_______________
_______________
_______________
<FN>
(a) Atapco and various persons who (or whose
spouse) hold stock in Atapco either individually or
in a fiduciary or beneficial capacity are a group
`` ''
(the Atapco Group
`` '') as that term is used in
Section 13(d)(3) of the Securities Exchange Act of
1934 (the ``Exchange Act ). ATAPCO, Inc., a
''
Delaware corporation and a wholly owned subsidiary
of Atapco, is the holder of 2,366,526 shares of
Class A Stock and 591,629 shares of Class B Stock,
and other members of the Atapco Group are the
holders of 94,545 shares of Class A Stock and
205,044 shares of Class B Stock. The Class B Stock
shown in the table includes 72,300 shares of stock
granted to members of the Atapco Group as PVR Stock
under the Long-Term Plan and 109,237 shares that
members of the Atapco Group have a right to acquire
pursuant to Options granted under the Long-Term Plan
if the right to acquire the shares under the Option
vested on or before March 1, 1997 ("Vested
Options"). The percentage calculation is based on
the shares outstanding and the shares that may be
acquired pursuant to Vested Options granted to
members of the Atapco Group.
(b) This information was obtained from a report
on Schedule 13D dated January 14, 1983 and Amendment
No. 7 dated June 18, 1990, which were filed with the
Securities and Exchange Commission (the
``Commission ). A.I.C. Limited, the record owner of
''
448,900 shares of Class A Stock, and two associates,
who have no record ownership of Class A Stock, are a
`` as that term is used in Section 13(d)(3) of
''
group
the Exchange Act.
(c) This information was obtained from a report
on Schedule 13G dated February 12, 1996 and
Amendment No. 1 dated December 9, 1996 filed with
the Commission. Franklin Resources, Inc. is a
registered investment advisor.
(d) This information was obtained from a report
on Schedule 13G dated January 27, 1995 filed with
the Commission. Donald Smith & Co., Inc. is a
registered investment advisor.
(e) This information was obtained from a report
on Schedule 13G dated January 24, 1997 filed with
the Commission. The Wellington Management Company,
LLP is a registered investment advisor.
-7-
Directors and Officers.
Directors and Officers.
Directors and Officers. The following table sets
forth the number of shares of each class of the
Company's stock and the percentage of each class owned
by each of the directors and nominees, by certain
executive officers and by all directors and officers as
a group on December 31, 1996:
Shares of Securities Beneficially Owned
________________________
on December 31, 1996 (a)
_______
Class A ______________
Class B Common
____________
Common Stock _____
Stock
____
Name _
%
______
Amount ______
Amount _
%
Jack Africk -- --
500 (b)
George L. -- --
Bunting, Jr. 1,000 (b)
Michael F. Dacey
1,000 (b) -- --
Thomas M. Gibbons
200 (b) -- --
Patricia A.
Goldman 100 (b) -- --
William L. Jews --
-- 200 (b)
Thomas L. Owsley 8
,963 (b) 24,859(c) (b)
Rev. Harold E. --
Ridley, Jr. -- -- --
Henry A. 2,461,071
Rosenberg, Jr.(d) 51.09 796,673 15.10
Sanford V.
Schmidt -- -- -- --
Phillip W. Taff
500 (b) 35,379(c) (b)
Randall M.
Trembly 11,774 (b) 33,095(c) (b)
John E. Wheeler,
Jr. 3,264 (b) 29,975(c) (b)
All Directors,
Nominees and 2,490,842 1,001,551(
51.71 18.56
Officers as a e)
group including
those listed
above
(20 individuals)
_______________
_______________
_______________
<FN>
(a) Each director holds sole voting and
investment power over the shares listed; however, in
one or more cases the stock may be registered in the
name of a trust or retirement fund for the benefit
of the director. In the case of officers of the
Company, the table includes interest in shares held
by the trustee under the Savings Plans, the Class B
Stock granted as PVR Stock under the Long-Term Plan
(but not shares of PVR Stock granted in the 1994-
1996 cycle which have been forfeited) and shares
subject to Options. See footnote (c).
(b) Represents less than one percent of the
shares outstanding.
(c) Includes Vested Options as follows: Mr.
Owsley, 15,573 shares; Mr. Trembly, 18,156 shares;
Mr. Taff, 19,839 shares; and Mr. Wheeler, 17,583
shares.
(d) Mr. Rosenberg is a director and stockholder
of Atapco which is a member of the Atapco Group.
See ``Security Ownership by Certain Beneficial
Owners and Management.'' The shares listed are the
shares owned by the Atapco Group. Henry A.
Rosenberg, Jr. owns shares of preferred stock and is
a beneficiary of a trust of which he is one of the
trustees holding common stock of Atapco. In
addition, Mr. Rosenberg is one of the trustees of
other trusts, in which he has no beneficial
interest, which own shares of preferred and common
stock of Atapco. Of the shares listed above, Mr.
Rosenberg holds 21,544 shares of Class A Stock and
55,513 shares (including PVR Stock) of Class B Stock
individually and in the Company's Savings Plans.
The Class B Stock shown on the table also includes
76,420 shares that may be acquired by Mr. Rosenberg
and 32,817 shares that may be acquired by other
members of the Atapco Group upon the exercise of
Vested Options granted under the Long-Term Plan.
The percentage calculation is based on the shares
outstanding and the shares that may be acquired
pursuant to Vested Options granted to members of the
Atapco Group.
(e) Includes 230,866 shares that may be acquired
pursuant to Vested Options granted under the Long-
Term Plan and the 1995 Management Stock Option
Plan. The percentage calculation is based on the
shares outstanding and the shares that may be
acquired pursuant to Vested Options granted to
Officers.
-8-
Compliance with Section 16(a).
Compliance with Section 16(a).
Compliance with Section 16(a). Based upon a
review of the Forms 3, 4 and 5 and any amendments
thereto, filed with the Commission and furnished to the
Company as well as letters provided to the Company by
various reporting persons, the Company is of the
opinion that no reporting person has failed to file on
a timely basis the reports required by Section 16(a) of
the Exchange Act during the Company's most recent
fiscal year.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation
awarded to, earned by or paid to the Chief Executive
Officer and the other four most highly compensated
executive officers for all services rendered in all
capacities to the Company and its subsidiaries during
the last three fiscal years:
Long-Term
___________________
Annual Compensation
___________________
Compensation Awards
Name and Other Securiti All
Principal Annual es Other
________
Position ____________
Compensation
_____
Bonus
Underlyi _________
Compensat
ng
____
Year ______
Salary ___
(a) _______
Options _______
ion (c)
___
(b)
Henry A. 1996 $ $ 19,832
$ 30,360 $21,770
Rosenberg, Jr. 1995 575,004
97,24 88,800 20,358
Chairman of 1994 8
562,506 20,231 25,000 20,260
the Board, 541,672
-----
President ----- 19,774
and Chief
Executive
Officer
Phillip W. Taff 1996 $ $ 17,398
$ 8,870 28,311
$
Executive 1995 241,257
38,43 30,430 78,910
Vice President 1994 9
207,504 16,853 5,400 12,462
and Chief 116,669
-----
Financial 9,450
Officer (d) 25,00
0
Randall M. 1996 $ $ 16,650
$ 6,520 11,594
$
Trembly 1995 208,758
33,82 15,600 27,250 7,528
Executive 1994 6
167,508 14,000 4,700 7,034
Vice President 156,672 -----
-----
John E. 1996 $ $ 18,783
$ 5,150 10,023
$
Wheeler, Jr. 1995 188,754 23,98 19,007 24,130 8,175
Senior Vice 1994 5
165,012 17,238 5,400 7,610
President - 154,424 -----
Finance and -----
Treasurer
Thomas L. 1996 $ $ $16,391 4,540 $10,541
Owsley 1995 177,340 16,97 16,518 21,780 8,116
Vice 1994 161,256 5 15,525 4,700 8,039
President - 156,672 -----
Legal -----
_______________
<FN>
(a) These amounts include automobile allowances,
gasoline allowances, and the tax gross-ups applicable
to the gasoline allowances. Perquisites below the
required reporting levels are not included in this
table.
(b) The Options are for the purchase of shares of
Class B Stock.
(c) These amounts include imputed income related to
excess life insurance, payments for executive medical
insurance and the Company's matching payments under
the Savings Plans. In 1996, the imputed income for
Mr. Rosenberg was $8,640; for Mr. Taff, $2,160; for
Mr. Trembly, $837; and for Mr. Owsley, $958. The
executive medical payments for each of the officers
listed in the table were $2,556. The Company's
matching payments under the Savings Plans were for
Mr. Rosenberg, $10,574; for Mr. Taff, $8,513; for Mr.
Trembly, $8,201; for Mr. Wheeler, $7,467 and for Mr.
Owsley, $7,027.
(d) In May 1994, Mr. Taff resigned as a director of
the Company, and following his resignation he was
employed as Senior Vice President - Finance and Chief
Financial Officer, effective June 1, 1994. The 1994
bonus was a signing bonus. The amounts shown for Mr.
Taff in All Other Compensation include the
reimbursement of moving expenses of $73,140 in 1995
and $15,082 in 1996 and also fees paid for services
as a director, member of the Audit Committee and
meeting fees of $10,500 in 1994 and $21,000 in 1993.
-9-
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
% of
Number Total
of Options
Securiti Granted Grant
es to Exercis Expiration Date
____
Name Underlyi Employee e ____
Date Present
ng s _____
Price _____
Value
Options in
Fiscal ___
(b)
_______
Granted ____
Year
___
(a)
Henry A. 28.5 $ 17.06 Feb. 28, $101,65
Rosenberg, Jr. 30,360 7
2006
Phillip W. Taff 7,390 6.9 $ 17.06 Feb. 28, $
1,480 1.4 24,746
2006
17.69 Mar. 28,
5,138
2006
Randall M. 4,620 4.3 $ 17.06 Feb. 28, $ 15,
Trembly 1,900 1.8 470
2006
17.69 Mar. 28,
6,596
2006
John E. Wheeler, 4,490 4.2 $ Feb. 28, $
Jr. .6 17.06 15,035
2006
660 Mar. 28,
17.69 2,291
2006
Thomas L. Owsley 4,540 4.3 $ Feb. 28, $
17.06 15,203
2006
______________________
______________________
______________________
<FN>
(a) For each grant, one-third of the Options
granted are exercisable one year from the date of
the grant; an additional one-third will be
exercisable on the second anniversary of the grant;
and the final one-third will be exercisable on the
third anniversary of the grant. Tax withholding
obligations may be satisfied upon exercise by the
deduction of Option shares.
(b) For the purposes of this presentation, the
Company valued its Options based upon the Black-
Scholes model, a widely used and accepted formula
for valuing traded stock options. The actual
increase in value will occur directly with the
appreciation of the per share market price of the
Company's Class B Stock as stockholders' return on
investment increases. There is no gain to the
executives, however, if the per share market price
of the Company's Class B Stock does not increase or
if it declines. The following assumptions were used
to calculate the Black-Scholes value: a three-year
expected option life; a 26 percent stock price
volatility; a 6.04 percent risk free rate of return;
an annual dividend yield of 0 percent; and an
exercise price equal to the stock price on the date
of grant. This resulted in an Option value of $3.36
per share. The Company has used the historical
annual dividend yield and stock prices as
assumptions for the Black-Scholes model. These
calculations are not projections; and there is,
therefore, no guarantee that the assumptions will be
the actual annual dividend yield or stock price
volatility rate over the next three years.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUES (a)
Number of Securities Value of
Unexercised
Underlying Unexercised In-the-Money
_________________
Options at FY-End _________________
Options at FY-End
____
Name ________
Exercisa _________
Unexercis _______
Exercis __________
Unexercisa
____
able
___
ble ____
able ___
ble
Henry A. Rosenberg, 46,266 97,894 0 0
Jr. 13,743 30,957 0 0
Phillip W. Taff 12,216 26,254 0 0
Randall M. Trembly 11,642 23,038 0 0
John E. Wheeler, Jr. 10,393 20,627 0 0
Thomas L. Owsley
______________________
______________________
______________________
<FN>
a) The Options are for the purchase of Class B Stock.
-10-
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
(a)
________________
Estimated Future
_______
Payouts
Maximum
Number Performanc Thresh Target (Shares)
__
of e old ______
(Share and
____
Name ______
Period ______
(Share ________
Cash (b)
______
Shares __
s)
__
s)
Henry A. Jan. 1, 9,300 18,600
Rosenberg, Jr. 18,600 1996 - 18,600
Dec. 31,
1998
Phillip W. Taff Jan. 1, 2,265 4,530
4,530 1996 - 4,530
Dec. 31, 455 910
910 1998 910
Randall M. Jan. 1, 1,415 2,830 2,830
Trembly 2,830 1996 - 1,160 1,160
Dec. 31, 580
1,160 1998
John E. Wheeler, Jan. 1, 1,375 2,750 2,750
Jr. 2,750 1996 - 400
Dec. 31, 200 400
400 1998
Thomas L. Owsley Jan. 1, 1,390 2,780 2,780
2,780 1996 -
Dec. 31,
1998
_______________
<FN>
(a) The shares listed are Class B Stock which was
issued as PVR Stock and was awarded to participants
under the Long-Term Plan. The performance goals
applicable to these awards are based upon the
Company's Net Margin which is defined in the Long-
Term Plan as Refining Gross Margin minus Total
Refining Costs plus Marketing Contribution minus
Administrative Costs. Income Before Income Taxes
must meet the minimum threshold established for the
cycle for any of this PVR Stock to be earned.
(b) The cash earned at the maximum level is equal
to 50% of the value of the stock earned on the date
the restrictions lapse.
PENSION PLAN TABLE (a)
________________
Years of Service
_________
Remunerat
__
20 __
25 ___
30 ___
35
__
45
___
ion __
15 __
40
$150,000 $
$ $ $ $ $ $
72,000
54,000 94,500 117,00 139,50 162,00 184,50
0 0 0 0
200,000 96,000
72,000
126,00 156,00 186,00 216,00 246,00
0 0 0 0 0
250,000 120,00
90,000
0 157,50 195,00 232,50 270,00 307,50
0 0 0 0 0
300,000 144,00
108,00 0 189,00 234,00 279,00 324,00 369,00
0 0 0 0 0 0
400,000 192,00
0
144,00 252,00 312,00 372,00 432,00 492,00
0 0 0 0 0 0
500,000 240,00
0
180,00 315,00 390,00 465,00 540,00 615,00
0 0 0 0 0 0
600,000 288,00
0
216,00 378,00 468,00 558,00 648,00 738,00
0 0 0 0 0 0
_______________
<FN>
(a) The table reflects the retirement benefits
(life annuity with 60 months certain) which would be
payable under the Company's Retirement Plan at
various base salary levels and years of service
projected to normal retirement. The table assumes
that the participant has earned the annual
remuneration shown in the table in every year of
credited service. The Retirement Plan is a career
average plan with benefits based on taxable
compensation. Limitations imposed by the Internal
Revenue Code or any other statute are not reflected
in the table since the Company's SRI Plan is
designed to provide or restore to participants the
benefits that would have been received under the
Retirement Plan if calculated without regard to such
limitations. Henry A. Rosenberg, Jr.'s normal
retirement date was December 1, 1994. His credited
service at that time was 42 years and 4 months. The
estimated credited service projected to normal
retirement for the other executives listed in the
Summary Compensation Table are: Phillip W. Taff, 12
years and 7 months; Randall M. Trembly, 27 years and
10 months; John E. Wheeler, Jr., 41 years and 8
months; and Thomas L. Owsley, 23 years and 6 months.
-11-
_________________
PERFORMANCE GRAPH
_________________
PERFORMANCE GRAPH
_________________
PERFORMANCE GRAPH
1992
1991 1993 1995
1994 1996
Crown
Common
Stock $59
$100 $67 $57 $56
$67
Amex
Market
Value 100 101 121 110 148
139
Index
Value Line
Int. Pet.
Index 100 118
99 126 207
163
<FN>
The graph above plots a shareholder's cumulative
return on a $100 investment in Crown Common Stock
(Class A and Class B Stock combined on a weighted
market value basis) over a five-year period assuming
that all dividends are reinvested. The American Stock
Exchange Market Value Index and the Value Line
Integrated Petroleum Index are also shown on the graph
for comparative purposes. It should be noted that the
Value Line Index includes a number of major oil
companies that are significantly larger than Crown.
Many of these companies are also engaged in the
upstream production of both crude oil and natural gas
and are in other lines of business in addition to their
refining and marketing activities.
-12-
OTHER MATTERS
OTHER MATTERS
OTHER MATTERS
Management does not know of any business other
than the election of directors to come before the
meeting. However, if any other business should
properly come before the meeting, the proxies will be
voted with respect thereto in accordance with the
direction of the stockholders.
ELATIONSHIP
ELATIONSHIP
ELATIONSHIP
R
R
R ITH
ITH
ITH NDEPENDENT
NDEPENDENT
NDEPENDENT
I
I
I
W
W
W A
A
ACCOUNTANTS
CCOUNTANTS
CCOUNTANTS
P
P
PUBLIC
UBLIC
UBLIC
The principal independent public accountant for
the Company and its subsidiaries since the organization
of the Company has been Ernst & Young LLP or its
predecessors, and such firm has been selected again for
the current fiscal year. A representative of Ernst &
Young LLP will be present at the Annual Meeting. The
Ernst & Young LLP representative does not intend to
make any formal statement but will respond to any
questions.
I
I
INFORMATION
NFORMATION
NFORMATION I
I
INCORPORATED BY
NCORPORATED BY
NCORPORATED BY R
R
REFERENCE
EFERENCE
EFERENCE
The Company's Financial Statements and
Supplementary Data (Item 8), Management's Discussion
and Analysis of Financial Condition and Results of
Operations (Item 7), and supplementary financial
information with respect to Quarterly Results of
Operations are set forth in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1996, and are hereby incorporated by reference.
S
S
STOCKHOLDERS
TOCKHOLDERS
TOCKHOLDERS' P
' P
' PROPOSALS FOR THE
ROPOSALS FOR THE
ROPOSALS FOR THE 1998 A
1998 A
1998 ANNUAL
NNUAL
NNUAL M
M
MEETING
EETING
EETING
Proposals of stockholders of the Company intended
to be presented at the Annual Meeting of Stockholders
of the Company in 1998 must be received by the
Secretary of the Company, One North Charles Street,
P.O. Box 1168, Baltimore, Maryland 21203 on or before
November 16, 1997, and must otherwise comply with the
rules of the Commission and the Bylaws of the Company
to be eligible for inclusion in the Proxy Statement for
the Annual Meeting in 1998.
By order of the Board of
Directors,
Dolores B. Rawlings
Vice President -
Secretary
March 31, 1997
-13-