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SCHEDULE 14A - INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement. / / Confidential, for Use
of the Commission Only
(as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement.
/ / Definitive Additional Materials.
/X/ Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CROWN CENTRAL PETROLEUM CORPORATION
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(Name of Registrant as Specified in Its Charter)
GOLNOY BARGE COMPANY, INC. AND APEX OIL COMPANY, INC.
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(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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APEX OIL COMPANY, INC.
GOLNOY BARGE COMPANY, INC.
8182 MARYLAND AVENUE
CLAYTON, MISSOURI 63105
August 9, 2000
Dear Fellow Crown Central Shareholders:
You shortly will be receiving proxy materials from us opposing the proposed
merger of Crown Central Petroleum Corporation with Rosemore Acquisition
Corporation, an entity affiliated with Henry A. Rosenberg, Jr., the chief
executive officer of Crown Central. You already may have received proxy
materials from Crown Central's Board of Directors soliciting your vote in
favor of the proposed insider merger with Rosemore. WE URGE YOU NOT TO TAKE
ANY ACTION UNTIL YOU HAVE RECEIVED AND CAREFULLY CONSIDERED OUR PROXY
STATEMENT WHICH CONTAINS IMPORTANT INFORMATION SUPPORTING OUR OPPOSITION TO
THE PROPOSED MERGER.
We believe that the proposed insider merger with Rosemore does not result in
maximum value for Crown Central's shareholders because it:
* offers inadequate value to Crown Central's shareholders, especially in
view of current market conditions and the recent financial performance
of Crown Central;
* is clearly inferior to Apex's alternative proposal of $10.50 per share;
* is the result of a biased bidding process designed to discourage
potential bidders from offering full value for Crown Central; and
* is the end result of the desire of certain of Crown Central's insiders
to obtain ownership of Crown Central for themselves at the lowest price.
We will soon be mailing to you our proxy materials. WE STRONGLY URGE YOU NOT
TO SIGN OR RETURN ANY WHITE PROXY CARDS WHICH YOU HAVE RECEIVED FROM CROWN
CENTRAL OR ITS AGENTS UNTIL YOU HAVE THE OPPORTUNITY TO REVIEW AND CAREFULLY
CONSIDER OUR MATERIALS. If you have any questions, please call our proxy
solicitor, Georgeson Shareholder Communications Inc. at 1-800-223-2064.
Sincerely,
/s/ P.A. Novelly
P.A. Novelly, Chairman
Information concerning the officers and directors of Apex Oil Company, Inc.
and Golnoy Barge Company, Inc. and a description of their interests in Crown
Central can be obtained from Golnoy's prior Schedule 13-D statements of
beneficial ownership in Crown Central (and amendments thereto) filed with the
Securities and Exchange Commission, publicly available in electronic format
on the SEC's website, www.sec.gov, via the SEC's Electronic Data Gathering,
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Analysis and Retrieval (EDGAR) database.