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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
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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PRESS RELEASE
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Contact: David Reno/Paul Caminiti/Andrew Cole
Citigate Sard Verbinnen
212/687-8080
APEX OIL MAILS PROXY TO CROWN CENTRAL SHAREHOLDERS
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ST. LOUIS, MO, AUGUST 15, 2000 - Apex Oil Company, Inc. and its affiliate,
Golnoy Barge Company, Inc., announced today that they are sending a
definitive proxy to shareholders of Crown Central Petroleum Corporation
(AMEX: CNPa, CNPb) strongly recommending that Crown Central shareholders
reject the $9.50 per share merger offer from Rosemore Acquisition
Corporation, an indirect wholly-owned subsidiary of Rosemore, Inc., which is
beneficially owned by Henry A. Rosenberg, Jr. and his family.
In the definitive proxy filed with the Securities and Exchange Commission
(SEC), Apex, which with its affiliates owns shares representing a 13.6%
voting interest in Crown Central, outlined several arguments for voting
against the Rosemore $9.50 proposal. Apex said the Rosemore proposal:
* 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.
Apex also said it believes that actions taken by Crown Central's board of
directors have disenfranchised shareholders and potential bidders and
precluded a fair process, such as the timing and adoption of a poison pill
and the insistence on restrictive standstill provisions in Crown Central's
confidentiality agreement as a condition to a potential bidder being allowed
to participate in the process.
Apex urged shareholders to vote down the Rosemore bid in favor of a fair,
unbiased and open auction process by mailing the blue proxy card provided in
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Apex's proxy materials.
Apex is a privately held Missouri corporation with operations in petroleum
trading, storage, transportation and refining.
If shareholders have any questions or need assistance in voting their
shares, they should call Georgeson Shareholder Communications Inc. toll free at
1-800-223-2064.
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) and their
definitive proxy statement filed with the Securities and Exchange Commission,
publicly available in electronic format on the SEC's website, www.sec.gov,
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via the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR)
database. Crown shareholders are urged to read the definitive proxy
statement of Apex and Golnoy which contains important information.