Disturbing Questions
CROWN CENTRAL PETROLEUM CORP /MD/
Filing Type:
PRRN14A
Description:
Preliminary Proxy Statement
Filing Date:
Aug 11, 2000
Period End:
N/A
Primary Exchange:
American Stock Exchange
Ticker:
CNP A
Table of Contents
PRRN14A OTHERDOC
SCHEDULE 14A
(RULE 14a-101)
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:
(X) Preliminary proxy statement. ( ) Confidential, for use
of the Commission only
(as permitted by Rule
14a-6(e)(2)).
( ) Definitive proxy statement.
( ) Definitive additional materials.
( ) Soliciting material under Rule 14a-12.
CROWN CENTRAL PETROLEUM CORPORATION
(Name of Registrant as Specified in Its Charter)
GOLNOY BARGE COMPANY, INC.
AND
APEX OIL COMPANY, INC.
(Name of Persons Filing Proxy Statement, if Other Than the Registrant)
APEX OIL COMPANY, INC.
GOLNOY BARGE COMPANY, INC.
8182 MARYLAND AVENUE
ST. LOUIS, MISSOURI 63105-3721
(314) 889-9600
August ___, 2000
DEAR FELLOW SHAREHOLDERS:
Golnoy Barge Company, Inc. ("Golnoy") and certain parties related to
Golnoy and Apex Oil Company, Inc. ("Apex") beneficially own over 14% of Crown
Central Petroleum Corporation's ("Crown Central") Class A common stock, and
over 3% of Crown Central's Class B common stock. At a special meeting of
stockholders of Crown Central to be held on August 24, 2000 at the Turf
Valley Conference Center, 2700 Turf Valley Road, Ellicott City, Maryland at
10:00 o'clock in the a.m., Eastern Daylight Time (the "Special Meeting"),
Crown Central's management will seek approval to merge Crown Central into
Rosemore Acquisition Corporation, an indirect wholly-owned subsidiary of
Rosemore, Inc. which is beneficially owned by Henry A. Rosenberg, Jr. and his
family, converting your shares of Crown Central common stock into $9.50 cash
per share in the process. For the reasons set forth in the attached Proxy
Statement, we believe that this merger:
* 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.
For the reasons set forth in the attached Proxy Statement, we believe that
the 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.
For the reasons set forth in the attached Proxy Statement, we believe that
greater value for shareholders can be obtained if the proposed merger is not
approved and Crown Central is directed to engage in a fair, unbiased and open
auction process. Accordingly, we urge you to join with us and VOTE NO!
For the reasons set forth in the attached Proxy Statement, but for Apex's
outside bids and unwavering attempts to participate in Crown Central's process,
we believe that Crown Central shareholders would be voting on an $8.35 per
share proposal from Rosemore. Because there have been no other public bidders,
at every stage we believe it has been Apex, and Apex alone, that has driven
Rosemore's offer higher, to the benefit of all shareholders.
Golnoy and certain parties related to Golnoy and Apex currently own
708,375 shares of Crown Central Class A common stock and 182,800 shares of
Crown Central Class B common stock, and intend to vote all such shares
against the proposed merger. The accompanying Proxy Statement provides
information that we believe should be considered by you in deciding how to
vote. Please give this information your careful attention. Whether or not
you plan to attend the Special Meeting, it is important that your Crown Central
shares are represented and voted at the Special Meeting.
YOUR VOTE IS ESSENTIAL. IF YOU WANT TO VOTE AGAINST THE PROPOSED MERGER,
YOU MAY DO SO BY SIGNING, DATING AND RETURNING THE ACCOMPANYING BLUE PROXY
CARD TODAY. EVEN IF YOU PREVIOUSLY HAVE SUBMITTED A PROXY CARD FURNISHED BY
THE CROWN CENTRAL BOARD OF DIRECTORS, IT IS NOT TOO LATE TO CHANGE YOUR VOTE BY
SIMPLY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TODAY. IF
YOU DO NOT DELIVER A PROXY FOR OR AGAINST THE PROPOSED MERGER AND DO NOT VOTE
IN PERSON AT THE SPECIAL MEETING, YOUR NON-VOTE WILL BE EFFECTIVE AS A VOTE
AGAINST THE PROPOSED MERGER.
Very truly yours,
P. A. NOVELLY
P. A. Novelly, Chairman of
Golnoy Barge Company, Inc. and
Apex Oil Company, Inc.
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IMPORTANT
1. If your Crown Central shares are held in your own name, please sign,
date and mail the enclosed blue proxy card to Georgeson Shareholder
Communications Inc. in the postage-paid envelope provided.
2. If your Crown Central shares are held in "street-name", only your broker
or bank can vote your shares and only upon receipt of your specific
instructions. If your Crown Central shares are held in "street-name",
deliver the enclosed blue proxy card to your broker or bank and contact
the person responsible for your account to vote on your behalf. Golnoy and
Apex urge you to confirm in writing your instructions to the person
responsible for your account and to provide a copy of those instructions to
Golnoy and Apex in care of Georgeson Shareholder Communications Inc. at 17
State Street, 10th Floor, New York, New York 10004 so that Golnoy and Apex
will be aware of all instructions given and can attempt to ensure that such
instructions are followed.
3. Only Crown Central stockholders of record on July 10, 2000 are entitled
to vote at the Special Meeting of Crown Central stockholders. Golnoy and
Apex urge each Crown Central stockholder to ensure that the record holder
of his or her shares signs, dates and returns the enclosed
blue proxy card as soon as possible.
Do not sign or return any proxy card you may receive from Crown Central. If
you have any questions or need assistance in voting your shares, please call:
Georgeson Shareholder Communications Inc
17 State Street, 10th Floor
New York, New York 10004
Toll Free: 1-800-223-2064
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED ROSEMORE MERGER AND IS NOT A REQUEST FOR THE
TENDER OF CROWN CENTRAL COMMON STOCK.
TABLE OF CONTENTS
Page
----
Introduction 1
The Crown Central/Rosemore Relationship 2
Exclusion of Potential Purchasers 3
Exclusion of Apex from the "Process" 4
Intent to Control the Process 9
Change in Market Conditions; LIFO Provisions 11
Conclusion 12
Vote for a Fair and Open Process 12
Voting Information 13
Solicitation of Proxies 13
Certain Information about Golnoy and Apex 14
Other Information 14
___________________________________
SPECIAL MEETING OF STOCKHOLDERS
OF
CROWN CENTRAL PETROLEUM CORPORATION
TO BE HELD ON AUGUST 24, 2000
PROXY STATEMENT
OF
GOLNOY BARGE COMPANY, INC.
AND
APEX OIL COMPANY, INC.
SOLICITATION OF PROXIES
IN OPPOSITION TO THE PROPOSED MERGER OF
CROWN CENTRAL PETROLEUM CORPORATION
AND
ROSEMORE ACQUISITION CORPORATION
This Proxy Statement and the enclosed blue proxy card are furnished by
Golnoy Barge Company, Inc., a Missouri corporation, and Apex Oil Company,
Inc., a Missouri corporation, in connection with their solicitation of
proxies to be used at a special meeting of stockholders of Crown Central
Petroleum Corporation, a Maryland corporation, to be held on August 24, 2000
at the Turf Valley Conference Center, 2700 Turf Valley Road, Ellicott City,
Maryland at 10:00 o'clock in the a.m., Eastern Daylight Time, and at any
adjournments, postponements or reschedulings thereof. Pursuant to this Proxy
Statement, Golnoy and Apex are soliciting proxies from holders of shares of
Class A common stock, $5.00 par value, and shares of Class B common stock,
$5.00 par value, of Crown Central to vote AGAINST the proposed merger of
Rosemore Acquisition Corporation, a Maryland corporation and an indirect
wholly-owned subsidiary of Rosemore, Inc., with and into Crown Central.
Crown Central has set July 10, 2000 as the record date for determining those
holders of Crown Central common stock who will be entitled to vote at the
special meeting. This Proxy Statement and the enclosed proxy are first being
sent or given to Crown Central stockholders on or about August __, 2000. In
reliance upon Rule 14a-5(c) promulgated under the Securities Exchange Act of
1934, as amended, reference is made to Crown Central's proxy statement dated
July 24, 2000 for their description of this merger and related matters.
INTRODUCTION
Crown Central has entered into an Agreement and Plan of Merger with
Rosemore Acquisition Corporation and Rosemore, Inc. pursuant to which Rosemore
Acquisition will be merged with and into Crown Central with Crown Central
being the surviving corporation. If the merger is consummated, the common
stock of Crown Central, other than the shares owned by Rosemore and certain
parties related to Rosemore, will be exchanged for $9.50 cash. Thereafter,
Crown Central will become an indirect wholly-owned subsidiary of Rosemore.
The merger must be approved by Crown Central stockholders owning at least
two-thirds of the voting power of the Crown Central stock outstanding. Crown
Central's board of directors has called the special meeting of the Crown
Central stockholders to approve this merger.
Before deciding to vote for or against the merger, you should be aware
that both Crown Central's board of directors and Rosemore, a corporation
controlled by Henry A. Rosenberg, Jr., Crown Central's chairman and chief
executive officer, took several actions in connection with the proposed
merger of Crown Central and Rosemore Acquisition the results of which Golnoy
and Apex believe created barriers against competing proposals for Crown Central
and, in Golnoy's and Apex's opinion, adversely affected your ability to receive
maximum value for your Crown Central common stock. The basis for Golnoy's and
Apex's beliefs and opinions are more fully set forth below under the captions
"The Crown Central/Rosemore Relationship", "Exclusion of Potential Purchasers",
"Exclusion of Apex from the 'Press'", "Intent to Control the Process", "Change
in Market Conditions, LIFO Provisions" and "Conclusion".
According to Crown Central's proxy statement, in February 1999, Crown
Central engaged Credit Suisse First Boston to explore strategic alternatives
for Crown Central, the culmination of which is the proposed Rosemore/Crown
Central merger. Crown Central has stated that, with Credit Suisse, Crown
Central established a procedure "designed to ensure a thorough, fair and
orderly process for Crown Central to evaluate its alternatives". (See Crown
Central's definitive proxy statement, page 14.) The Crown Central board has
defended this procedure with Apex stating that: "[t]he process that Crown has
followed has facilitated dealing with interested parties in its exploration of
all relevant strategic alternatives, and doing so on a level playing field."
(January 2, 2000 letter from Clive R.G. O'Grady, counsel for Crown Central, to
Douglas D. Hommert, counsel for Apex and Golnoy.) Golnoy and Apex, however,
believe that the "process", when stripped of all its unnecessary procedures,
became the means for Rosemore to purchase all Crown Central common stock not
owned by it or by parties related to it for as low a price as possible. As a
basis for their belief, Golnoy and Apex point to the following.
THE CROWN CENTRAL/ROSEMORE RELATIONSHIP
In Crown Central's definitive proxy statement, Crown Central states
that Rosemore was not involved in Crown Central's process of evaluating
strategic alternatives until January 18, 2000 when Credit Suisse first
recommended to Crown Central that Crown Central authorize Credit Suisse to
approach Rosemore and invite Rosemore to make a proposal concerning Crown
Central. Crown Central states that this was the first instance that Rosemore
became involved in Crown Central's "process". Golnoy and Apex believe that
this is just not plausible and that the following facts suggest otherwise.
Prior to 1999, Rosemore's ownership in Crown Central was held
beneficially by American Trading and Production Corporation. Both Mr.
Rosenberg and his son, Edward L. Rosenberg, were directors of American
Trading while at the same time serving as executive officers of Crown Central.
On December 8, 1998, American Trading was reorganized, its assets were divided
among its three subsidiaries and the subsidiaries' stocks were distributed to
certain of American Trading's shareholders. As a result of the American
Trading reorganization, in late December 1998, Rosemore (and thus Mr.
Rosenberg and his family) obtained beneficial ownership of 2,366,526 shares
of Crown Central Class A common stock and 591,629 shares of Crown Central
Class B common stock, all of which was then valued at approximately
$24,250,000.
Rosemore has its offices at the same address as Crown Central, and is
engaged in the same businesses as Crown Central. Rosemore is owned by trusts
established for the benefit of the Rosenberg family. Mr. Rosenberg is the
chairman of the board and a director of Rosemore, as well as the chairman of
the board, president, chief executive officer, chief operating officer and a
director of Crown Central. Edwin L. Rosenberg, Mr. Rosenberg's son, is the
president and chief executive officer and a director of Rosemore.
Following its acquisition of Crown Central stock, Rosemore became a party
to an amendment to Crown Central's loan agreement with Congress Financial
Corporation and First Union National Bank. On May 14, 1999, this loan
agreement was amended and Rosemore entered into a participation agreement to
increase the maximum credit under the agreements from $75,000,000 to
$125,000,000. By the middle of May 1999, Rosemore was providing Crown
Central with approximately 40% of Crown Central's working capital needs
through the participation agreement.
Given that, in December of 1998, the Rosenberg family, through Rosemore,
effectively gained control of Crown Central at an investment of approximately
$24,250,000, and given the direct ties that Mr. Rosenberg and his family have
to both Rosemore and Crown Central, it is not reasonable to believe that less
than two months later (in February 1999 when Crown Central states that Credit
Suisse was first engaged by Crown Central (although contacts between Rosemore
and Credit Suisse prior to that time were not specifically discussed)) that
Rosemore would be disinterested in a "process" by which Crown Central could put
itself up for sale at whatever price Crown Central determined. It also is
difficult to believe that Rosemore, having recently provided $50,000,000 of
working capital availability to Crown Central, would then stand idly by for
almost a year between February 1999 and January 18, 2000 (when Crown Central
states that Credit Suisse first requested Rosemore to become involved in the
"process"). On the contrary, since Mr. Rosenberg and his son were the dominant
persons at Rosemore and Crown Central, the principal offices and business lines
of Crown Central and Rosemore were the same, and Rosemore was a substantial
participant in the working capital loans to Crown Central, the facts suggest
that Rosemore had to be intimately involved in (if not in actual control of)
all of Crown Central's operations, including its "process" of reviewing
strategic alternatives.
EXCLUSION OF POTENTIAL PURCHASERS
According to Crown Central's proxy statement, Crown Central did not allow
any party to participate in Crown Central's process unless the party executed
a "confidentiality" agreement which precluded such party from conducting,
without the consent of Crown Central's board, all or most of the following
transactions for a period of between six months and two years:
* buying any additional shares of Crown Central stock;
* buying any assets of Crown Central or any of its subsidiaries;
* proposing a merger with Crown Central;
* proposing a tender offer for Crown Central stock;
* proposing any other restructuring plan for Crown Central;
* soliciting any proxies at any meeting of Crown Central
shareholders;
* joining or being part of any "group" of beneficial owners of
Crown Central stock;
* taking any action to influence management of Crown Central;
* taking any action to cause Crown Central to make any public
announcement of a stock acquisition, merger, restructuring
or like transaction; or
* discussing any of the above with any other person.
These provisions preclude an otherwise interested party who participates in the
"process" from later making a superior proposal in the event Crown Central
enters into a definitive agreement with another party.
EXCLUSION OF APEX FROM THE "PROCESS"
In the 1980's, certain parties related to Apex became shareholders in
Crown Central. The value of their investment reached a high in excess of $40
per share, only to decrease substantially during the 1990's. These investors
became increasingly dissatisfied with their investment in Crown Central.
Through industry sources, Apex learned of Crown Central's engagement of
Credit Suisse in early 1999 and attempted to arrange a meeting between Apex's
chairman, Paul A. Novelly, and Crown Central's chairman, Mr. Rosenberg.
Achieving no success through telephone calls, on May 28, 1999, Mr. Novelly
sent Crown Central a letter requesting the opportunity to meet to discuss
Crown Central's performance and future. Mr. Rosenberg declined to meet and
directed Mr. Novelly to Credit Suisse.
A meeting was arranged for July 2, 1999 between Mr. Novelly, Apex's
financial advisors and Credit Suisse personnel. At this meeting, Mr. Novelly
expressed his interest in merging Apex and Crown Central. He also provided
Credit Suisse personnel with interim consolidated financial statements for
Apex and its subsidiaries. At the meeting, Credit Suisse personnel refused
to engage in meaningful discussions with Mr. Novelly regarding a potential
transaction between Apex and Crown Central.
In August 1999, Credit Suisse finalized and distributed to certain
interested parties a confidential offering memorandum on Crown Central, the
purpose of which was to solicit bids for all or parts of Crown Central. On
several occasions, Apex's financial advisors attempted to obtain a copy of the
confidential offering memorandum from Credit Suisse. However, on each
occasion, Credit Suisse refused to deliver a copy to Apex on the stated grounds
that Apex had failed to meet Credit Suisse's financial suitability standards.
Credit Suisse continued to request additional financial information regarding
Apex, despite Mr. Novelly already having delivered to Credit Suisse copies of
Apex's interim consolidated financial statements evidencing a substantial net
worth.
In early October 1999, Apex again inquired of Credit Suisse what action
was necessary for Apex to be allowed access to the Crown Central "process".
The Credit Suisse representative informed Apex that Credit Suisse required a
copy of Apex's audited financial statements to determine if Apex satisfied
Credit Suisse's financial suitability standard. Apex informed Credit Suisse
that Apex's fiscal year end was September 30 and that the audited financial
statements for the year ended September 30, 1999 were not then finalized, but
Apex could deliver to Credit Suisse Apex's interim financial statements for
the eleven months ended August 31, 1999. Credit Suisse instructed Apex to
deliver the interim financial statements to Credit Suisse. Apex supplied
these interim financial statements to Credit Suisse on October 4, 1999 and
requested Credit Suisse to call to discuss the financial statements in
greater detail. These interim financial statements were not substantially
different from the interim financial statements previously delivered by Mr.
Novelly to Credit Suisse.
Twenty-four days later, on October 28, 1999, and without any additional
communication from either Credit Suisse or Crown Central with respect to
whether Apex satisfied Credit Suisse's financial suitability standards, Crown
Central delivered to Apex a "confidentiality" agreement. In addition to
requiring Apex to keep confidential any confidential information, this
"confidentiality" agreement sought to impose on Apex, and on its shareholders
and other affiliates, a prohibition that, during a two year period, WITHOUT A
WRITTEN INVITATION FROM THE CROWN CENTRAL BOARD AND REGARDLESS OF WHETHER OR
NOT CROWN CENTRAL'S BOARD HELD NEGOTIATIONS WITH APEX, neither Apex nor its
shareholders or other affiliates could:
* buy any additional shares of Crown Central stock;
* buy any assets of Crown Central or any of its subsidiaries;
* propose a merger with Crown Central;
* propose a tender offer for Crown Central stock;
* propose any other restructuring plan for Crown Central;
* solicit any proxies at any meeting of Crown Central
shareholders;
* join or be part of any "group" of beneficial owners of Crown
Central stock;
* take any action to influence management of Crown Central;
* take any action to cause Crown Central to make any public
announcement of a stock acquisition, merger, restructuring
or like transaction; or
* discuss any of the above with any other person.
Apex viewed these "standstill" provisions as evidencing Crown Central's
continued unwillingness to deal with Apex in good faith. For several months,
Credit Suisse had refused to allow Apex into the "process" on the grounds
that Apex had failed to satisfy Credit Suisse's financial suitability
standards. Apex then satisfied these suitability standards by delivering
interim financial statements which were substantially similar to the interim
financial statements previously delivered to Credit Suisse. Now Crown Central
delivered to Apex a "confidentiality" agreement containing the above
"standstill" provisions, all of which were unacceptable to Apex. First, as
Crown Central well knew at the time, certain parties related to Apex already
constituted a "group" as defined in the "confidentiality" agreement. Apex
would have violated the agreement merely by signing it. Second, the
"confidentiality" agreement would have prevented Apex and its affiliates from
making any additional purchases of Crown Central stock for a period of two
years, even if Crown Central did not enter into a sale or merger or similar
arrangement with any third party during such period. Third, in the event Apex
executed this "confidentiality" agreement, Apex would be precluded from making
a superior offer to Crown Central stockholders in the event Apex and Crown
Central were ultimately unable to reach any agreement or in the face of the
current Rosemore offer. Apex and Golnoy also would have been precluded from
filing this proxy solicitation and expressing their viewpoint as to the
inadequacy of Rosemore's offer. Given Crown Central's and Credit Suisse's
previous treatment of Apex, Apex believed that Crown Central's inclusion of
these "standstill" provisions in its "confidentiality" agreement hampered
Apex's ability to make an offer and communicate that offer to Crown Central's
stockholders.
Although Apex was willing to execute a confidentiality agreement which
required Apex to keep confidential any confidential information provided by
Crown Central, Apex was not willing to agree to Crown Central's "standstill"
provisions. Frustrated in its attempts to engage in meaningful discussions
with Crown Central, on November 8, 1999 Apex delivered to Crown Central a stock
merger proposal for the merger of a newly created subsidiary of Crown Central
into Apex whereby Apex shareholders would receive newly issued Crown Central
common stock. In its November 8 letter, Apex requested the opportunity to meet
with the Crown Central board to discuss the proposed transaction. On November
17, 1999, Mr. Rosenberg, on behalf of the Crown Central board, declined to meet
with Apex until Apex executed Crown Central's confidentiality agreement,
stating that: "No meetings have been or will be held with any companies until
they have signed a confidentiality agreement." Mr. Rosenberg went on to defend
Crown Central's "confidentiality" agreement as "a customary procedure that has
been used in numerous transactions."
Continuing efforts to engage Crown Central in dialogue, on November 24,
1999, Mr. Novelly, as the trustee of the Paul A. Novelly Living Trust, a
shareholder of Crown Central, sent a shareholder resolution to Crown Central
to be included in the proxy statement for consideration at Crown Central's
annual meeting of stockholders for the year 2000. This shareholder
resolution stated:
RESOLVED, That, for the purpose of maximizing shareholder
value, the Board of Directors of Crown Central Petroleum
Corporation shall take immediate action to cause the sale,
merger or other disposition of the company or its assets as
a whole.
On December 21, 1999, Crown Central advised Mr. Novelly's legal counsel that
it intended to omit the proposed shareholder resolution from its proxy
statement for the 2000 annual meeting of shareholders.
Beginning in early December 1999, counsel for Apex and Crown Central
conducted several discussions regarding Crown Central's "confidentiality"
agreement. Apex continued to object to the "standstill" provisions for the
reasons set forth above. Crown Central, on the other hand, continued to
insist on these provisions before it would allow Apex to enter into the
"process". Over the course of discussions, Apex offered several alternatives
to satisfy Crown Central's stated objectives for these provisions, but Crown
Central repeatedly rejected all of Apex's alternative proposals.
On January 26, 2000, after repeated requests, Credit Suisse agreed to
meet with Apex. This meeting was held in the basement of Credit Suisse's
offices and was attended by Mr. Novelly, Apex's legal and financial advisors,
Credit Suisse personnel and Credit Suisse's legal counsel. During this
meeting, Mr. Novelly explained why Apex was interested in a stock merger with
Crown Central and explained the benefits thereof to both Apex and Crown
Central. Although Credit Suisse personnel asked several questions, they
refused to engage in meaningful discussions on the stated grounds that Apex
had not executed the required "confidentiality" agreement.
Thereafter, on February 1, 2000, Crown Central adopted a Shareholder
Rights Plan (i.e., a "Poison Pill"), which effectively precludes any party
from acquiring substantial blocks of Crown Central stock, whether by a tender
offer or open market purchases, unless the Crown Central board approved the
acquisition.
On February 3, 2000, Apex informed Crown Central that it was aware of the
adoption of the Poison Pill which appeared to serve the purpose, and provide
the protections, purportedly required by Crown Central in its
"confidentiality" agreement and that the standstill provisions were no longer
necessary. On February 7, 2000, Crown Central responded, stating that it
still required the "confidentiality" agreement, but that Crown Central would
be willing to reduce the standstill period from two years to six months.
This was the first concession that Crown Central made after more than two
months of Apex objections to the "standstill" provisions. Crown Central
further stated that the Poison Pill was not adopted in response to Apex's
overtures. This statement was later refuted by Crown Central's chief
financial officer as reported in the February 21, 2000 Mergers & Acquisitions
Report (Vol. 13, No. 8) article titled Crown Central Attempts to Thwart
Dethroning Effort, which noted:
Jon Cartwright, a fixed income analyst at Raymond James,
said ...Crown's decision to implement [the poison pill]
was to stop Paul Novelly, Apex's owner. "Based on public
information, no one else has made an offer. No other
refiners we talked to wanted it," he said.
Crown Chief Financial Officer John Wheeler agreed the
company implemented the poison pill because of Novelly's
overtures. "He has not agreed to the standstill portion of
the confidentiality agreement nor to stay out of the stock
wherein he has confidential information that's not available
to other shareholders."
Crown Central continued to refuse to meet with Apex unless Apex executed the
"confidentiality" agreement.
On March 6, 2000, Rosemore offered to acquire Crown Central at a price of
$8.35 for each share of stock of Crown Central not owned by Rosemore and
certain of its affiliates. The Rosemore offer by its terms was to expire on
March 10, 2000.
In response to Rosemore's offer, on March 9, 2000, Apex delivered to
Crown Central a cash merger proposal wherein Apex offered to acquire Crown
Central at a price of $9.20 for each share of Crown Central stock not owned
by Apex and certain parties related to Apex. Apex also delivered to Crown
Central a draft of the merger agreement underlying its offer. On March 15,
2000, Crown Central's special counsel delivered to Apex Crown Central's
suggested changes to the proposed merger agreement, and requested that Apex
extend its offer expiration date (which was extended by Apex to April 17,
2000).
On March 23, 2000, Crown Central requested Apex to have its financial
advisors contact Credit Suisse to schedule an investment banker meeting to
discuss the terms of Apex's stock merger proposal; yet on the following day
Crown Central requested Apex to provide Crown Central with Apex's best and
final offer by March 29, 2000. On that date, Apex delivered to Crown
Central a reaffirmation of its $9.20 a share cash merger offer, accompanied
by a merger agreement revised to accommodate many of Crown Central's
suggestions. Apex also reaffirmed for Crown Central its offer for a stock
merger and put forth a third alternative for consideration by Crown Central,
and again requested a meeting with Crown Central to discuss Apex's proposals
and whether increases in the amounts offered by Apex for Crown Central would
be justified. On the same day that Apex delivered its proposals to Crown
Central, Rosemore increased its offer to $9.35 per share, and Crown Central
again declined to meet with Apex.
On April 6, 2000, Apex informed Crown Central that Apex would execute a
"confidentiality" agreement containing a standstill period coterminous with
that of Rosemore provided that Apex would not be precluded from making a
superior offer, that Apex be given 30 days to complete its due diligence
review of Crown Central and that Crown Central withhold any action with
respect to Rosemore while Apex completed its due diligence. Crown Central
rejected this proposal.
On April 7, 2000, Rosemore and Crown Central executed a definitive
Agreement and Plan of Merger wherein Rosemore would acquire all of the Crown
Central common stock not owned by Rosemore and its affiliates for $9.50 per
share. The Rosemore merger agreement did not contain significant structural
revisions requested by Crown Central of Apex.
On May 1, 2000, Apex delivered to Crown Central a revised cash merger
proposal, offering to acquire Crown Central at $10.00 per share. Apex's
proposal was conditioned upon standard closing conditions and upon obtaining
refinancing of certain notes in the original principal amount of $125,000,000
issued by Crown Central pursuant to an Indenture dated January 1995 in the
event the note holders exercised their put rights and required Crown Central
to redeem the notes. (See "Intent to Control the Process" below for a
further discussion of this financing contingency.)
On May 22, 2000, having heard no response to its May 1 letter, Apex
inquired of Crown Central as to whether Crown Central had rejected Apex's
proposals. On May 23, 2000, Crown Central informed Apex that Crown Central
continued to evaluate Apex's proposals. On May 26, 2000, Crown Central
requested a meeting between Credit Suisse and Apex's financial advisor to
discuss Apex's refinancing plans and sources of financing. This meeting was
held on July 14, 2000 during which Apex presented Crown Central with letters
from Apex's lenders regarding the financing of Apex's proposals. Apex also
authorized Crown Central to contact Apex's lenders to discuss the financing
proposals. Further, Mr. Novelly informed Crown Central that, if there was any
portion of Apex's lenders' financing proposals that Crown Central found
objectionable, Mr. Novelly's family's funds would back such financing with a
letter of credit. The effect of this letter of credit would remove any
financing contingency from Apex's proposals.
In addition, at the meeting, Apex increased its cash offer to $10.50 per
share. Apex also delivered to Crown Central a presentation regarding all of
Apex's proposals, including Apex's stock merger.
Crown Central did not contact Apex's lenders as authorized by Apex.
Rather, on July 24, 2000, Crown Central filed its definitive proxy statement
with the Securities and Exchange Commission. In its proxy statement, Crown
Central stated that it had rejected Apex's proposals on two grounds. First,
it considered Apex's financing proposals to be too conditional. Second,
Apex's proposals required the consent of Rosemore. According to that proxy
statement, Rosemore stated that it would not support the Apex proposals. The
proxy statement also contained the threatening statement that, "if the Crown
stockholders do not approve the [Rosemore] merger, Rosemore would have to
reconsider its willingness to continue to provide financial support to Crown."
On July 25, 2000, Apex requested that Crown Central amend the Poison Pill
to exempt from the Poison Pill a tender offer that Apex wishes to make for all
shares of Crown Central common stock at $10.50 per share or, in the
alternative, redeem the rights issued under the Poison Pill so that Apex could
make such a tender offer. However, Apex made it clear that it was not making,
and would not make, such a tender offer unless the tender offer would not
trigger the Poison Pill.
On July 27, 2000, Crown Central informed Apex that, under the terms of
Crown Central's merger agreement with Rosemore, Crown Central was prohibited
from amending or modifying, or proposing to amend or modify, the Poison Pill.
Crown Central stated that, if Apex was interested in making a tender offer
for 100% of the Crown Central stock, coupled with a back-end merger, the
Poison Pill contained an exemption that would permit such a transaction
without amendment to the Poison Pill. Crown Central stated that, should such
a tender offer actually be made, Crown Central would promptly consider all
the terms and conditions of the offer and "would take such action as is
appropriate regarding the [Poison Pill] for the benefit of all Crown
shareholders."
INTENT TO CONTROL THE PROCESS
Golnoy and Apex believe that the true purpose of Crown Central's
"process" was to ensure that Rosemore controlled the outcome. The basis of
Golnoy's and Apex's beliefs are as follows.
Crown Central is subject to an Indenture pursuant to which it has issued
$125,000,000 in senior notes. Under this Indenture, if there is a change in
control of Crown Central, the note holders are given the right to put their
notes to Crown Central and require Crown Central to redeem the notes. This
means that anyone wishing to acquire Crown Central must be prepared to
refinance this $125,000,000 debt. If consummated, all of Apex's proposals
would result in a change in control of Crown Central under the Indenture,
triggering these put rights of the note holders. In negotiating the Indenture,
however, Crown Central specifically carved out of the "change of control"
provision not only American Trading's then current ownership of Crown Central,
but also any additional acquisition of Crown Central stock by American Trading
or its affiliates (which encompasses Rosemore). The result of this provision
was that Rosemore was given an advantage by Crown Central over all other
persons in any attempted acquisition of Crown Central.
The Crown Central board opposed the Novelly shareholder resolution, which
would require that Crown Central be sold in whole but not in part. In light
of the fact that Crown Central had already engaged Credit Suisse and Credit
Suisse had prepared and disseminated a memorandum seeking bids for the sale of
all or part of Crown's assets, Apex and Golnoy can perceive no reason for such
opposition other that the Crown Central board did not want such a resolution to
be put to all of Crown Central's shareholders but rather wanted to control this
decision.
Before Crown Central would allow an interested party to participate in
Crown Central's "process", the interested party was required to execute a
confidentiality agreement containing the standstill provisions discussed
above. The effect of these provisions was to preclude an otherwise
interested party who participates in the "process" but who does not enter
into a definitive agreement with Crown Central from later making a superior
proposal in the event Crown Central enters into a definitive agreement with
someone else.
The Crown Central board adopted the Poison Pill, which will substantially
dilute the ownership of any party attempting to make an acquisition of Crown
Central without the consent of the Crown Central board. Per the chief
financial officer of Crown Central, the Poison Pill was instituted to guard
against Apex. In this manner, the Crown Central board effectively precluded
Apex from making a superior offer in that, if it did, the Apex group's
ownership in Crown Central would have been substantially diluted. Apex has
requested that the Poison Pill be redeemed in full.
According to Crown Central's proxy statement, Crown Central inquired of
Rosemore whether Rosemore would approve a merger transaction between Crown
Central and a potential purchaser identified as the "Independent Marketer".
When Rosemore said no, the merger apparently was abandoned. The same is true
regarding Apex's proposals.
The Rosemore merger only requires the approval of 66 2/3% of all Crown
Central common stock voting as a class instead of a majority of the voting
power not owned by Rosemore (i.e., a majority of the minority). Rosemore
already controls 45.4% of the voting power of the Crown Central common stock,
meaning that Rosemore only needs an additional 21.3% of the votes to approve
the Rosemore merger. This means Rosemore only has to obtain approximately
39% of the votes it does not control in order to obtain the necessary
stockholder approval in comparison to more than 50% of the votes it does not
control if the Crown Central board had required approval by a majority of the
minority. Since the Rosemore merger is a transaction between Crown Central
and the controlling shareholder of Crown Central, Apex and Golnoy believe that
good corporate governance would mandate a majority of the minority threshold to
approve this self-dealing transaction.
In Crown Central's proxy statement, Rosemore has made the threat that, if
the Crown Central shareholders do not approve the Rosemore merger, Rosemore
will reconsider its willingness to continue financing Crown Central. Therefore,
Rosemore seems to be threatening shareholders that they must take its offer or
be subject to possible revenge by Rosemore. Apex and Golnoy do not believe
that this is appropriate corporate governance by a controlling shareholder.
In a letter dated August 4, 2000 to Crown Central's shareholders, Crown
Central states that "there is a significant risk that Apex will not obtain
acquisition financing or other sources of cash sufficient to permit
consummation of its proposal." Accordingly, Crown Central continued "to urge
all stockholders to vote in favor of the Rosemore offer." In support of
this, Crown Central notes that Apex's financing commitments contain certain
conditions. This suggests the primary reason Crown Central rejected Apex's
proposals was due to concerns about financing. However, as Crown Central
stated in its own Proxy Statement, Apex's proposals would require the approval
of Rosemore and Rosemore stated it would not support Apex's proposals. For the
following reasons, Apex and Golnoy believe that Rosemore's non-support is the
primary reason for turning Apex down and that concern over Apex's financing is
not the primary reason.
Apex's proposed transactions with Crown Central, if consummated, would
potentially require financing at three levels. First, under Crown Central's
Indenture, the transactions would result in a change in control, giving the
note holders the right to require Crown Central to redeem the notes. In the
event this right was exercised, this debt of approximately $125,000,000 would
have to be refinanced. Second, Crown Central's working capital line of credit,
together with any performance guarantees issued by Rosemore, would have to be
refinanced. As of July 28, 2000, there was $-0- of cash borrowings and
$43,000,000 of letters of credit outstanding under the line of credit, and
$61,000,000 of performance guarantees issued by Rosemore. Apex had obtained a
financing proposal from Foothill Capital Corporation for $250,000,000, one-half
of which was available to refinance the Indenture indebtedness and one-half of
which was available to refinance the line of credit and performance guarantees.
These loan amounts were sufficient to repay such indebtedness. Apex would
cause these loans to be repaid from cash flows generated by Crown Central's
business operations.
This loan proposal contained certain conditions, which conditions for the
most part were normal and customary conditions to a transaction of this type.
Included in these conditions was that the lender conduct a field survey of
Crown Central and receive satisfactory appraisals of the underlying collateral
for the loans. In accordance with sound lending practices, commercial lenders
typically do not provide unconditional commitments to lend until they have
reviewed the borrower's books and records and the proposed underlying collateral.
On April 6, 2000, Apex informed Crown Central that Apex would execute a
confidentiality agreement containing a standstill period coterminous with that
of Rosemore provided that Apex would not be precluded from making a superior
offer, that Apex be given 30 days to complete its due diligence review of Crown
Central and that Crown Central withhold any action with respect to Rosemore
while Apex completed due diligence. Crown Central rejected this proposal.
Had they agreed, Apex and its lenders could have completed due diligence more
than 90 days ago and removed these lender due diligence conditions. Finally,
had Crown Central contacted Apex's lender as authorized by Apex, Crown Central
would have discovered that the lender was confident as to its ability to
satisfy these conditions and close the loan. Based on discussions with the
lender, Apex is confident that these lending requirements would have been satisfied.
Under Apex's cash merger proposal, if consummated, Apex would have to pay
approximately $96 million for the shares of Crown Central common stock not
owned by Golnoy and parties related to Golnoy. This purchase price would be
funded out of Apex's current available cash and available borrowings from
Apex's current financing arrangement with BNP Paribas. Any shortfalls would
be provided by equity contributions from Mr. Novelly and/or related parties.
As to the Poison Pill, Crown Central states that Apex could make a tender
offer provided the tender offer was for cash, was for all the shares of Crown
Central common stock and was followed by a back-end merger. This statement is
incomplete. To be "exempt", prior to the date on which such tender offer is
commenced, the tender offer must be approved by a majority of Crown Central's
board. Rather than stating they would approve such a tender offer, Crown
Central stated that it would merely "consider" the offer. Without such
approval, the mere public announcement of Apex's intention to commence the
tender offer could result in a "Distribution Date" under the Poison Pill and a
distribution of the Rights under the Poison Pill, i.e., the Poison Pill will be
triggered. The triggering of the Poison Pill would be detrimental to Apex and
its related parties for the reasons set forth above. For this reason, Apex
cannot unilaterally commence a tender offer, or publicly announce its intention
to commence a tender offer, notwithstanding Crown Central's assertions to the
contrary.
CHANGE IN MARKET CONDITIONS; LIFO PROVISIONS
On July 27, 2000, Crown Central reported its earnings for the six months
ended June 30, 2000. Due to favorable market conditions, Crown Central
reported a net profit of $9.2 million in the second quarter of 2000, compared
to a net loss of $11.0 million in the second quarter of 1999. For the first
six months of 2000, Crown Central had a net profit of $5.6 million, compared
to a net loss of $22.9 million during the same period in 1999. Petroleum
refining margins are significantly improved from prior years. As a result,
Crown Central reported EBITDAAL (Earnings Before Interest, Taxes,
Depreciation, Amortization and LIFO) of $66.6 million for the six months
ended June 30, 2000. According to Crown Central's proxy statement for the
proposed merger with Rosemore, Rosemore's total cost for acquiring all of the
Crown Central common stock which it does not already own will be $67.6
million. Thus, even after accounting for such items as income taxes,
interest expense and capital expenditures, Crown Central's own earnings
reports show that Crown Central has internally generated in six months most
of the cash necessary to pay the purchase price for all shares proposed to be
acquired by Rosemore.
A significant portion of Crown Central's $66.6 million of EBITDAAL for
the six months ended June 30, 2000 results from the add back of $19.3 million
of depreciation and amortization and $30.3 million of LIFO provision, both of
which are non-cash items deducted in computing net income. Crown Central
reports its financial statements using the Last-In, First-Out ("LIFO")
method of accounting for inventories. The LIFO method is an acceptable
accounting practice and is used by a large number of businesses. During
periods of rapidly increasing costs, LIFO has the effect of depressing earnings
and reducing income tax liability. The mechanics of the LIFO method
essentially operate to value inventory on a company's balance sheet at
historical costs with the higher current price of inventories increasing the
company's cost of sales. In fact, during the eighteen month period from
January 1, 1999 through June 30, 2000, Crown Central increased its LIFO reserve
for petroleum products by approximately $83 million. Had Crown Central's
financial statements been reported on a First-In, First-Out ("FIFO") basis,
Crown Central's inventories of petroleum products would have been approximately
$83 million greater than the reported amount as of June 30, 2000, and Crown
Central would have shown approximately $47.6 million of pre-tax net income
for the eighteen months ended June 30, 2000, instead of the $35.5 million
pre-tax loss as reported.
Apex and Golnoy do not believe the Rosemore offer of $9.50 per share
adequately reflects the hidden value in Crown's inventory resulting from use
of the LIFO method of accounting and the significant favorable changes in the
market for petroleum products and refining during the past six months.
CONCLUSION
Golnoy and Apex believe that Crown stockholders have two stories from which
to choose. The one stated by Crown, i.e., that Crown Central has adopted a
"process" which was intended to obtain the highest price for Crown Central's
shareholders, or the one which Golnoy and Apex believe is more likely for rhe
reasons set forth above, i.e., that Crown Central utilized a "process" which
has allowed Rosemore, as the controlling shareholder of Crown Central, to
legitimatize its purchase of all Crown Central common stock not owned by it or
parties related to it for as low a price as possible. You should consider the
facts and the outcome of the "process" in making your determination. However,
you should be aware that, if Apex had participated in the "process" as required
by Crown Central, Golnoy and Apex would not be in a position to even solicit
your proxy under this Proxy Statement.
VOTE FOR A FAIR AND OPEN PROCESS
Golnoy and Apex believe that a fair and open process for the sale of
Crown Central will result in more value to Crown Central shareholders.
Accordingly, Golnoy and Apex encourage a vote against the proposed Rosemore
merger. For reasons set forth above, Golnoy and Apex believe that the
"process" as conducted by the Crown Central board to date has not maximized
shareholder value, but rather will result in the sale of Crown Central to
Rosemore at a low price if approved by the Crown Central stockholders. Apex has
offered more value for Crown Central than Rosemore has offered. Other third
parties may be willing to offer increased value as well if the Crown Central
board ceases activities which have the effect of discouraging bidders and
favoring Rosemore.
If the Rosemore merger is voted down, this will send a
strong signal to the Crown Central board that their efforts should be on
maximizing shareholder value. With a fair and open process, Golnoy and Apex
believe that Crown Central shareholders can readily receive value in excess of
$9.50 per share and encourages all shareholders to join with it, defeat the
Rosemore merger and insist that the sale of Crown Central be pursuant to a fair
and open process with the goal of maximizing value for all shareholders.
VOTING INFORMATION
According to information contained in the proxy statement of Crown
Central, as of July 10, 2000, there were 4,817,394 shares of Crown Central
Class A common stock and 5,250,112 shares of Crown Central Class B common
stock outstanding. Approval of the proposed Rosemore merger requires the
affirmative vote of holders of two-thirds of the outstanding voting power of
the Crown Central common stock, voting as a class. Broker non-votes and
abstentions will have the same effect as votes against the proposed Rosemore
merger.
The accompanying blue proxy card will be voted in accordance with the
stockholder's instructions on such proxy card. Crown Central stockholders may
vote against the proposed Rosemore merger by marking the proper box on the
accompanying blue proxy card. If no instructions are given, the proxy will
be voted AGAINST the proposed Rosemore merger.
Whether or not you plan to attend the Special Meeting, we urge you to
vote AGAINST the proposed Rosemore merger on the enclosed blue proxy card and
immediately mail it in the enclosed envelope. You may do this even if you have
already sent in a different proxy solicited by the Crown Central board. IT IS
YOUR LATEST DATED PROXY THAT COUNTS. Execution and delivery of a blue proxy
card by a record holder of shares of Crown Central common stock will be
presumed to be a proxy with respect to all shares held by such record holder
unless the proxy specifies otherwise.
You may revoke your proxy at any time prior to its exercise by attending
the Special Meeting and voting in person, by submitting a duly executed later
dated proxy or by submitting a written notice of revocation. Unless revoked
in the manner set forth above, duly executed proxies in the form enclosed
will be voted at the Special Meeting on the proposed Rosemore merger in
accordance with your instructions. In the absence of such instructions, such
proxies will be voted AGAINST the proposed Rosemore merger.
GOLNOY AND APEX STRONGLY RECOMMEND A VOTE AGAINST THE PROPOSED ROSEMORE
MERGER. YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING
BLUE PROXY CARD TODAY. IF YOU ALREADY HAVE SENT A PROXY TO THE CROWN CENTRAL
BOARD, YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE PROPOSED ROSEMORE MERGER
BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE PROXY.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telecopy, telegraph, the
Internet, newspapers and other publications of general distribution and in
person. Directors, officers and certain employees of Apex may assist in the
solicitation of proxies without any additional remuneration (except as
otherwise set forth in this Proxy Statement).
Golnoy and Apex have retained Georgeson Shareholder Communications Inc.
for solicitation and advisory services in connection with solicitations
relating to the Special Meeting, for which Georgeson is to receive a fee of
$25,000. Golnoy and Apex have also agreed to reimburse Georgeson for
out-of-pocket expenses and to indemnify Georgeson against certain liabilities
and expenses, including reasonable legal fees and related charges, in
connection with its solicitation activities. Georgeson will solicit proxies
for the Special Meeting from individuals, brokers, banks, bank nominees and
other institutional holders.
Apex has retained Bear Stearns & Co., Inc. for investment banking services
in connection with any transaction with Crown Central. Apex has agreed to
reimburse Bear Stearns for out-of-pocket expenses and to indemnify Bear Stearns
against certain liabilities and expenses, including reasonable legal fees and
related charges, in connection with its investment banking activities.
Directors, officers and certain employees and representatives of Apex, as
set forth on Schedule I, may assist in the solicitation of proxies without
any additional remuneration. The entire expense of soliciting proxies for
the Special Meeting by or on behalf of Golnoy and Apex is being borne by
Golnoy and Apex.
CERTAIN INFORMATION ABOUT GOLNOY AND APEX
Each of Golnoy and Apex is a Missouri corporation with its principal
executive offices located at 8182 Maryland Avenue, Clayton, Missouri 63105.
The telephone number of Golnoy and Apex is 314-889-9600. Apex and its
subsidiaries are principally engaged in the trading, exchanging, transporting
and terminalling of petroleum and petroleum products. Golnoy is principally
engaged in the ownership and operation of marine vessels and in investment.
Neither Golnoy nor Apex is subject to the informational filing requirements of
the Securities Exchange Act of 1934.
OTHER INFORMATION
Neither Golnoy nor Apex is aware of any other matter to be considered at
the Special Meeting. However, if any other matter properly comes before the
Special Meeting, Golnoy and Apex will vote all proxies held by them as they
in their sole discretion may determine.
Golnoy Barge Company, Inc.
Apex Oil Company, Inc.
Dated: August ___, 2000
If you have any questions or need assistance in voting your shares of
Crown Central common stock, please call:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Toll Free: 1-800-223-2064
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF APEX AND GOLNOY AND OTHER PERSONS WHO MAY SOLICIT PROXIES
The following table sets forth the name and title of persons who may be
deemed to be participants on behalf of Golnoy and Apex in the solicitation of
proxies for the Crown Central stockholders.
DIRECTORS AND EXECUTIVE OFFICERS OF APEX
Name Positions
---- ---------
Paul A. Novelly Director, Chairman, Chief Executive Officer
Edwin L. Wahl President
John L. Hank, Jr. Executive Vice President
James F. Sanders Corporate Counsel
DIRECTORS AND EXECUTIVE OFFICERS OF GOLNOY
Name Positions
---- ---------
Paul A. Novelly Director, Chairman, Chief Executive Officer
John L. Hank, Jr. Executive Vice President
P.A. Novelly, II Vice President
As of the date of this Proxy Statement, Golnoy and certain parties
related to Golnoy and Apex beneficially own 708,375 shares of Crown Central
Class A common stock and 182,800 shares of Crown Central Class B common
stock. In addition, as of the date of this Proxy Statement, Apex and certain
parties related to Golnoy and Apex own notes issued by Crown Central in the
original principal amount of $12,615,000. Other than as set forth herein,
as of the date of this Proxy Statement, neither Golnoy, Apex nor any of the
other participants listed in this Schedule has any interest, direct or
indirect, by security holdings or otherwise, in Crown Central.
IMPORTANT
If your shares are held in your own name, please sign, date and return
the enclosed blue proxy card today. If your shares are held in "street name",
only your broker or bank can vote your shares and only upon receipt of your
specific instructions. Please return the enclosed proxy card to your broker
or bank and contact the person responsible for your account to ensure that a
proxy is voted on your behalf.
If you have any questions or need assistance in voting your shares of
Crown Central common stock, please call:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Toll Free: 1-800-223-2064
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF GOLNOY BARGE COMPANY, INC.
AND APEX OIL COMPANY, INC.
IN OPPOSITION TO THE SOLICITATION BY THE CROWN CENTRAL PETROLEUM
CORPORATION BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF
CROWN CENTRAL PETROLEUM CORPORATION
TO BE HELD ON AUGUST 24, 2000
Reserving the right of revocation, the undersigned stockholder of Crown
Central Petroleum Corporation ("Crown") hereby appoints Paul A. Novelly, James
F. Sanders and Douglas D. Hommert, and each or any of them, attorneys and
proxies of the undersigned, each with full power of substitution, to represent
and vote all of the shares of Class A common stock, par value $5 per share, and
of Class B common stock, par value $5 per share, of Crown which the undersigned
is entitled to vote at the Special Meeting of Stockholders of Crown to be held
on August 24, 2000 at the Turf Valley Conference Center, 2700 Turf Valley Road,
Ellicott City, Maryland at 10:00 o'clock in the a.m., Eastern Daylight Time,
and at any adjournments, postponements, continuations or reschedulings thereof
(the "Special Meeting"), hereinafter specified by the undersigned and in their
discretion on such other matters as may properly come before the Special
Meeting.
GOLNOY BARGE COMPANY, INC. AND APEX OIL COMPANY, INC. RECOMMEND THAT YOU
VOTE AGAINST PROPOSAL 1 BELOW.
1. Approval of the merger of Rosemore Acquisition Corporation with and
into Crown Central Petroleum Corporation and approval of the related
Agreement and Plan of Merger, dated as of April 7, 2000, by and among
Crown Central Petroleum Corporation, Rosemore, Inc. and Rosemore
Acquisition Corporation
FOR ( ) AGAINST ( ) ABSTAIN ( )
2. In their discretion, upon such other matters as may properly come
before the Special Meeting.
(X) PLEASE MARK YOUR VOTE AS THIS EXAMPLE
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder and at the discretion of the proxy
holders as to any other business that may properly come before the Special
Meeting. If you do not indicate how you want to vote, your proxy will be
counted as a vote AGAINST approval of the merger and the related merger
agreement.
PLEASE COMPLETE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED,
POSTAGE PREPAID, BUSINESS REPLY ENVELOPE. THIS PROXY REVOKES ALL PRIOR
PROXIES GIVEN BY THE UNDERSIGNED WITH RESPECT TO THE MATTERS COVERED HEREBY.
---------------------------------------
DATED
---------------------------------------
SIGNATURE(S)
---------------------------------------
SIGNATURES, IF HELD JOINTLY
Please sign your name exactly as it
appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title. If a corporation,
please sign in full corporate name
by the president or other authorized
officer. If a partnership, limited
liability company or similar entity,
please sign the entity's name by the
authorized person(s).
If you need assistance in voting your shares, please call Golnoy's and Apex's
proxy solicitor, Georgeson Shareholder Communications Inc., toll free at
1-800-223-2064.