Shareholder Group and AFL-CIO Announce Opposition to Crown Central Petroleum's Second Insider Takeover Bid

WASHINGTON--DEC. 20, 2000--CROWN SHAREHOLDERS for Fair Value and the AFL-CIO announced its opposition to the second insider takeover bid in less than a year of Crown Central Petroleum.

The second bid, like the first, is from Rosemore, a private company owned by the family of Crown Central CEO Henry Rosenberg. Shareholders not affiliated with Rosemore rejected the first takeover bid by a 10 to 1 margin last August

Last August, Crown Shareholders for Fair Value argued that the Rosemore bid is less than the book value of the company, less than the liquidation value and a fraction of what the stock was worth two years ago. At that time, a study by the investment banking advisor to Crown Shareholders for Fair Value found that precedent transactions suggest Crown's refineries could be worth $15.60 to $23.70 per share and that Crown's retail gas stations could be worth another $14.79 to $16.48 per share

The second insider takeover bid of $10.50 per share came just two days after Crown Central replaced four long-time outside directors with candidates who have close ties to Rosemore and Crown. Crown Central's Board of Directors now has only three outside directors, less than half the Board. "How an insider dominated Board of Directors can properly evaluate the fairness of the proposed transaction is anybody's guess," said Richard Trumka, Secretary-Treasurer of the AFL-CIO

Crown Shareholder for Fair Value is made up of individual shareholders of Crown Central, the AFL-CIO, and PACE International Union. The AFL-CIO's Office of Investment provides research and support for collectively bargained pension funds. 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 a letter to shareholders outlining Crown Shareholders for Fair Value's concerns about the composition of the Board of Directors is available below or at www.shareholdervalue.org or by calling 202/637-3900.

CONTACT: AFL-CIO
         Toby Sheppard Bloch, 202/637-3900
         or
         Rich Greer, 202/637-5279
© 2000 Business Wire