Paul A. Novelly, a Missouri oil and real estate tycoon, sent a letter to Crown's board urging them to merge its operations into Novelly's St. Louis-based Apex Oil Co.

Apex is privately held so the value of the combined company is unclear.

Crown's depressed stock price and the attractiveness of joining its refining operations with Apex's wholesale marketing department made the merger attractive, Novelly said.

Crown's stock closed Wednesday at $5.75, up 12 1/2 cents, on the American Stock Exchange.

In the Nov. 8 letter, Novelly proposes that Apex shareholders receive newly issued Crown Class A common shares equaling 35 percent of Crown after the merger. Novelly also proposed refinancing $125 million of Crown debt at better terms.

John E. Wheeler Jr., Crown's chief financial officer, confirmed that the company received the letter but had not responded. He said executives were reviewing the offer.

In February, Crown hired Credit Suisse First Boston to seek a potential buyer for the company. Novelly chose to bargain directly with the board, so the move could be considered hostile.

Novelly and several trusts controlled by members of his family and associates own 10.7 percent of Crown Central Petroleum, the largest single stake save the 49 percent owned by the family of Crown chief executive Henry Rosenberg.

Novelly did not return phone calls to his office Wednesday.

Crown, with just $1.2 billion in sales in 1998, owns two Texas refineries and 350 filling stations.

Associated Press, November 11, 1999