If the proposed slate of director nominees is approved, Crown Central's Board of Directors will be left with only three outside directors, less than half the Board.
AFL-CIO Secretary-Treasurer Rich Trumka said "Replacing independent directors with insiders will dramatically reduce the Crown Central Board of Directors' accountability to shareholders. Now that Crown Central may be considering another insider transaction, shareholders need more director independence, not less."
The AFL-CIO's Office of Investment provides research and support for collectively bargained pension funds.
Crown Central is proposing to replace four longtime outside directors with people who have close ties to both management and Rosemore, a private company owned by the family of Crown Central CEO Henry Rosenberg. Last August, shareholders not affiliated with Rosemore voted against Rosemore's insider takeover bid for Crown Central by a 10 to 1 margin.
On November 30, 2000, Crown Central announced it is renewing discussions with Rosemore.
"Crown Central appears to be willing to break every rule in the corporate governance book" said PACE International Union's Director of Special Projects Joe Drexler. "Replacing outside directors with company insiders is a transparent attempt by Henry Rosenberg to strengthen his control of the company and to weaken the independent voices on the Crown Central Board."
PACE is the collective bargaining representative of Crown Central Petroleum refinery employee-shareholders.
Crown Shareholders for Fair Value is not soliciting proxies and no proxies will be accepted. A copy of the Crown Shareholders for Fair Value letter is available at www.shareholdervalue.org or by calling 202/637-3900.
© 2000 Business Wire