AUGUST 16, 2000--THE OPPOSING sides tend to hit each other with words, not shoulder pads, but sometimes a good corporate proxy fight provides as much drama as a battle of gridiron greats.

The turf war that's coming to a head at Crown Central Petroleum Corp. in Baltimore has plenty of dramatic elements: Entrenched management, aggrieved shareholders, angry union members and a corporate raider waving the flag of shareholder rights.

For St. Louis fans of corporate warfare, the identity of that raider makes this battle even more interesting: He's P.A. "Tony" Novelly, head of super-secretive Apex Oil Co. in Clayton.

Novelly has been an investor in Crown Central, a struggling oil retailer and refiner, since the early 1980s. Last summer, after watching his Crown Central stock fall to the single digits from a high of $ 40.25 in 1989, Novelly began agitating to take over the company.

Crown Central had hired Credit Suisse in February 1999 to look for a buyer, but Credit Suisse wasn't very eager to talk to Apex. According to a proxy statement that Apex filed this week with the Securities and Exchange Commission, at a meeting in July 1999 "Credit Suisse personnel refused to engage in meaningful discussions with Mr. Novelly regarding a potential transaction."

In January, two months after it went public with its desire to acquire Crown Central, Apex says it had to make "repeated requests" to get another meeting, which took place in a basement office at Credit Suisse. Again, Apex says, no meaningful discussions occurred.

Crown Central's board maintains that it couldn't negotiate a deal because Apex wouldn't sign a confidentiality agreement. Such an agreement is customary in merger talks; it protects a company against disclosing business secrets that might fall into the hands of a rival.

Apex says Crown Central really wanted it to sign a standstill agreement -- preventing Apex, for example, from making an offer directly to shareholders if talks for a friendly deal fell through.

While it spurned Apex's overtures, Crown Central agreed to a cozy deal in which Chief Executive Henry A. Rosenberg Jr. and his son, Edward, would take the company private.

Henry Rosenberg's grandfather -- Louis Blaustein, a business associate of John D. Rockefeller -- bought Crown Central in the 1930s, and the family clearly isn't willing to let go of it. "It's a family business. Their motivation is more emotional than financial," said Jon Kyle Cartwright, who tracks oil-company bonds for Raymond James Financial in St. Petersburg, Fla.

On March 6, the Rosenbergs offered to buy the company for $ 8.35 a share in cash. Apex jumped in three days later with a cash offer of $ 9.20 a share. On April 7, the Rosenbergs raised their bid to $ 9.50 and signed a definitive agreement to buy the company.

Apex wasn't done. It raised its cash bid, first to $ 10 and then to $ 10.50, and also presented a stock deal. In the stock deal, Crown Central stockholders would get shares in Apex.

Apex said it was willing to pay Crown shareholders a penalty if the new company's stock didn't reach at least $ 12.50 in the year after the merger. Apex said it had a bank letter of credit to back up that guarantee.

Apex presented its offers at a meeting July 14. Crown Central's response came 10 days later when it filed a proxy statement for a special meeting of shareholders. At the meeting, which is on Aug. 24, shareholders get a chance to vote on the Rosenbergs' $ 9.50-a-share offer, but not on Apex's $ 10.50-a-share offer.

Apex is urging shareholders to vote "no." James Sanders, an Apex attorney, said that both of his company's offers - one for stock, one for cash - remain on the table. Asked what Apex would do if it lost the vote next week, Sanders said, "Certainly, there are different paths that could be taken, but we're focusing on the vote right now."

This, by the way, should be familiar territory to Novelly. In 1981, he tried to break up a cozy deal in which Anheuser-Busch Cos., which owned the baseball Cardinals, wanted to buy Civic Center Redevelopment Corp., which owned Busch Stadium and various real estate around it.

Novelly succeeded in forcing A-B to raise its price - at one point in the negotiations, A-B even offered to sell him the baseball team - but in the end, the bankers and business people who controlled Civic Center sold their stock to Anheuser-Busch, spurning Apex's higher offer.

In a way, acquiring Crown Central would restore some lost glory for Apex. It once owned refineries and gas stations through Clark Oil Co., but the debt it took on to buy Clark proved to be too big a burden, and Apex filed for bankruptcy on Christmas Eve in 1987.

Apex never discusses its operations - it won't even disclose a revenue figure - but apparently it has bounced back from the bankruptcy. Apex is an oil trader and wholesaler, owning oil terminals and tankers and barges, and it operates an asphalt refinery in California.

If it bought Crown Central, Apex would get two refineries in Texas and a chain of East Coast gasoline stations. That would make it a fully integrated oil producer, albeit a very small one compared with the Exxons of the world. The refineries are small and out-of-date, Cartwright says, and probably would require millions of dollars to modernize.

One of Crown Central's refineries locked out its union workers in 1996, so the AFL-CIO, calling the Rosenbergs robber barons, also is urging shareholders to vote against the merger.

So, there are a lot of ways to look at this battle. It's a rich St. Louisan against a rich Baltimore family. Or it's the robber barons against a shareholder-rights advocate.

If you're not sure for whom to cheer, consider this: The SEC imposes a lot of disclosure requirements on folks who take over a public company. If Apex succeeds, we all will learn a lot more about the workings of one of St. Louis' most successful private businesses.

(c) 2000 St. Louis Post-Dispatch