SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 9
(FINAL AMENDMENT)
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
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CROWN CENTRAL PETROLEUM CORPORATION
(Name of the Issuer)
CROWN CENTRAL PETROLEUM CORPORATION
ROSEMORE, INC.
ROSEMORE HOLDINGS, INC.
ROSEMORE ACQUISITION CORPORATION
HENRY A. ROSENBERG, JR.
(Name of Persons Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $5.00 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $5.00 PER SHARE
(Title of Class of Securities)
228219-10-1
228219-30-9
(CUSIP Number of Class of Securities)
THOMAS L. OWSLEY EDWARD L. ROSENBERG
CROWN CENTRAL PETROLEUM ROSEMORE, INC.
CORPORATION ONE NORTH CHARLES STREET
ONE NORTH CHARLES STREET SUITE 2300
BALTIMORE, MARYLAND 21201 BALTIMORE, MARYLAND 21201
(410) 539-7400 (410) 347-7080
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of persons filing statement)
COPIES TO:
DAVID H. PANKEY JOHN A. MARZULLI, JR.
MCGUIREWOODS LLP SHEARMAN & STERLING
WASHINGTON SQUARE 599 LEXINGTON AVENUE
1050 CONNECTICUT AVENUE, N.W. NEW YORK, NEW YORK 10022
WASHINGTON, D.C. 20036 (212) 848-4000
(202) 857-1716
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Exchange Act of 1934.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in box (a) are preliminary copies. [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
CALCULATION OF FILING FEE
TRANSACTION VALUATION*: AMOUNT OF FILING FEE:
- --------------------------------------------------------------------------------
$74,635,585.5 $14,927.12
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 7,108,151 shares (representing 2,450,868 and 4,657,283
shares of Class A and Class B common stock, respectively) at $10.50 per
share in cash. In accordance with Rule 0-11 under the Securities Exchange
Act of 1934, as amended, the filing fee was determined by multiplying the
amount calculated pursuant to the preceding sentence by 1/50 of one
percent.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $14,927.12
Form of Registration No.: Schedule 14A Proxy Statement
Filing Party: CROWN CENTRAL PETROLEUM CORPORATION
Date Filed: May 15, 2000 and January 2, 2001
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INTRODUCTION
This Final Amendment, Amendment No. 9 (the "Final Amendment") to the Rule
13e-3 Transaction Statement on Schedule 13E-3, as so amended, is being jointly
filed with the Securities and Exchange Commission (the "SEC") by Crown Central
Petroleum Corporation ("Crown"), Rosemore, Inc. ("Rosemore"), Rosemore Holdings,
Inc. ("Holdings") and Rosemore Acquisition Corporation ("RAC"), all of which are
Maryland corporations, and Mr. Henry A. Rosenberg, Jr. This Final Amendment to
the Transaction Statement relates to the consummation of the merger between
Crown, Rosemore and RAC in accordance with the Agreement and Plan of Merger,
dated as of December 17, 2000 (the "Merger Agreement"), among Crown, Rosemore
and RAC pursuant to which RAC was merged with and into Crown, with Crown being
the surviving corporation. Subject to the terms and conditions of the Merger
Agreement, at the effective time of the merger, each outstanding share of Crown
common stock, other than shares held by Rosemore through its wholly owned
subsidiary, Holdings, was converted into the right to receive $10.50 in cash.
This Final Amendment is being filed with the SEC pursuant to the
requirements of Rules 13e-3(d)(2) and 13e-3(d)(3) under the Securities Exchange
Act of 1934, as amended. Except as expressly set forth in this Final Amendment,
all information in the Schedule 13E-3 remains unchanged.
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ITEM 15. ADDITIONAL INFORMATION
Item 15 of the Schedule 13E-3 is hereby amended and supplemented
by adding the following information:
On March 7, 2001, the shareholders of Crown approved the merger of
RAC with and into Crown with Crown surviving the merger and becoming
an indirect wholly owned subsidiary of Rosemore. The merger received
more than the required two-thirds of all the votes entitled to be
cast on the merger at the meeting of the stockholders. The merger
also received the requisite approval of a majority in interest of
all shares, other than those owned by Rosemore and its affiliates.
The merger, in which Crown's public stockholders will receive $10.50
in cash for each share of Crown stock, was consummated shortly after
the meeting of stockholders was called to a close. On the same day,
Crown issued a press release announcing the consummation of the
merger. A copy of such press release has been filed as Exhibit
(a)(11) hereto and is incorporated herein by reference.
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ITEM 16. EXHIBITS
Item 16 of the Schedule 13E-3 is hereby amended and supplemented
by adding the following information:
(a)(11) Press Release, dated March 7, 2001, of Crown Central Petroleum
Corporation
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 9 (Final Amendment)
to the Transaction Statement is true, complete and correct.
ROSEMORE, INC.
By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President and
Chief Executive Officer
Dated: March 7, 2001
ROSEMORE HOLDINGS, INC.
By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President
Dated: March 7, 2001
ROSEMORE ACQUISITION CORPORATION
By: /s/ Edward L. Rosenberg
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Name: Edward L. Rosenberg
Title: President and
Chief Executive Officer
Dated: March 7, 2001
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/ John E. Wheeler, Jr.
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Name: John E. Wheeler, Jr.
Title: Executive Vice President -
Chief Financial Officer
Dated: March 7, 2001
HENRY A. ROSENBERG, JR.
/s/ Henry A. Rosenberg, Jr.
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Name: Henry A. Rosenberg, Jr.
Dated: March 7, 2001
EXHIBIT (a)(11)
FOR IMMEDIATE RELEASE
Baltimore, Maryland - March 7, 2001
Institutional Inquiries:
JOHN E. WHEELER, JR.
Executive Vice President and
Chief Financial Officer
(410) 659-4803
Press/Shareholder Inquiries:
J. STEVEN WISE, Manager,
Corporate & Government Affairs
(410) 659-4859
Crown Central Stockholders Approve Merger with Rosemore
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Crown Central Petroleum Corporation (CNPa and CNPb on the American Stock
Exchange) announced today that the merger between a subsidiary of Rosemore,
Inc., Crown's largest stockholder, and Crown, received more than the required
two-thirds of all the votes entitled to be cast on the merger at a meeting of
stockholders held this morning. The merger also received the requisite approval
of a majority in interest of all shares, other than those owned by Rosemore and
its affiliates, that were present and voting at today's meeting. The merger, in
which Crown's public stockholders will receive $10.50 in cash for each share of
Crown stock, was consummated shortly after the meeting of stockholders was
called to a close.
On December 16, 2000, Crown's Board of Directors and the Independent
Committee of the Board approved the definitive merger agreement among Rosemore,
Rosemore's acquisition subsidiary, and Crown. The merger agreement was entered
into as of December 17, 2000.
Crown is the surviving corporation in the merger and is now an indirect
wholly owned subsidiary of Rosemore. Crown will continue to operate as a
separate company, with its own Board of Directors and management. Crown's stock
will cease to be publicly traded at the close of business on March 7, 2001,
which will be the last day on which the stock is traded.
Henry A. Rosenberg, Jr., Chairman of Crown, stated, "We are extremely
pleased with the result of today's vote. The stockholders' approval of the
merger and the recent settlement of the labor dispute at the Pasadena refinery
are both very positive developments that provide the Company with much needed
stability. The last few years have been particularly difficult, but the
resolution of these two matters clears the way for the Board to focus on the
Company's future as a privately held subsidiary of Rosemore, Inc."
Headquartered in Baltimore, MD since 1930, Crown operates two Texas
refineries with a total capacity of 152,000 barrels per day, 329 Crown gasoline
stations and convenience stores in the Mid-Atlantic and Southeastern U.S., and
13 product terminals along the Colonial, Plantation and Texas Eastern Products
Pipelines.
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