DESPITE CONTROLLING ROUGHLY 50% OF Crown Central Petroleum's stock, Rosemore Acquisition Corp. may face an uphill battle in its takeover bid for the company.

Dimensional Fund Advisors, an investment fund that ranks among the very largest owners of Crown class A shares, had let it be known that it opposed Rosemore's takeover, according to the AFL-CIO trade union federation. Each class A share controls one vote, while class B shares each control just one-tenth of a vote.

The AFL-CIO affiliated Paperworkers, Allied, Chemical and Energy workers international union, which campaigns against the merger, reckons it might not be far from controlling the one-third of the votes plus one required to block the deal.

At latest count, only 85,700 class A votes had been cast in favor of the merger, while roughly 1.44 million were cast against it. Among class B shares, the ratio was about 109,800 to 1.08 million. That tally did not include Rosemore's own votes, however. Most large institutional shareholders are not expected to cast their votes until about a week before the special shareholders meeting set for Aug. 24.

Apex Oil and its affiliate, Golnoy Barge, which together form the largest Crown shareholder after Rosemore and which have issued their own takeover bid for the company, also are seeking to block the deal. But having Dimensional Fund Advisors join their ranks might help sway the swing voters.

"Had they supported the merger, there would not be much hope of blocking it," said AFL-CIO official Brandon Rees, as others would likely have thought there was no point in opposing it.

Each of the main opponents to the deal object to it for different reasons. The union's opposition stems from the ongoing labor dispute between Crown and union workers it locked out of its Pasadena, Texas, refinery during labor negotiations four years ago. The union also reckons that Rosemore's $9.50/share offer shortchanges shareholders, including workers who had participated in the company's pension plan. While Dimensional Fund Advisors counts some labor unions among its clients, its opposition is only on economic and business grounds, said union sources.

Privately owned Rosemore is controlled by the family of Crown chief Henry Rosenberg.

(c) 2000 The Oil Daily