B Shares

The St. Louis oil company that has been trying for months to take over Crown Central Petroleum Corp. has again upped the ante in the bidding war for the Baltimore-based refiner. Apex Oil Co. Inc., according to documents filed yesterday with the Securities and Exchange Commission, raised its offer to $10.50 a share in cash - 50 cents more than its last offer and $1 higher than what Crown's controlling family has bid. Rosemore Inc., a holding company headed by Crown's chairman and chief executive, Henry A. Rosenberg Jr., wants to pay $9.50 for all the outstanding shares of Crown that it doesn't already own and take the refiner private.

Crown Central Petroleum Corp. has scheduled a special shareholders meeting Aug. 24 to decide whether the Baltimore-based refiner should be taken private by the family that runs it, according to documents filed yesterday with the Securities and Exchange Commission. Two-thirds of the votes must be cast in favor of the deal for it to pass. But the scales are weighted in favor of a "yes" vote - since Crown Chairman Henry A. Rosenberg Jr. and his family, who favor the deal, own shares that represent about 45 percent of the vote.

After six quarters in a row of losses, Crown Central Petroleum Corp. netted $8 million in April and May alone, according to documents filed with the Securities and Exchange Commission yesterday. The filing came as Crown gears up for a meeting where shareholders will likely vote on whether Crown should be acquired by Rosemore Inc., a holding company owned by the same family that runs Crown and owns a majority of its shares. A meeting date has not been set. "The (earnings) information was put out to provide stockholders with full access to current information," said Crown spokesman J. Steven Wise.

Crown Central Petroleum Corp., a Baltimore institution for the past 70 years, might get out of the oil-refining business. Financial advisers for Rosemore Inc., a holding company poised to buy all of Crown and take it private, have laid out two scenarios - one in which Rosemore would infuse more money into upgrading Crown's refineries, and one in which those refineries would be sold. In documents filed with the Securities and Exchange Commission yesterday by Crown and Rosemore, which is owned by Crown's controlling family, the advisers estimated that the company would be significantly more valuable without the refineries.

Crown Central Petroleum Corp.'s board of directors won breathing room when one of the bidders for the Baltimore-based refiner removed the expiration date for its offer. Rosemore Inc., a holding company controlled by the family that runs 70-year-old Crown, said its offer will remain on the table until it is rejected. The holding company originally said its offer to pay $8.35 a share for the stock it does not already own would expire March 10. It later moved the deadline to April 17. But in giving its "best and final" offer last week, Rosemore said it would pay $9.35 a share and set Friday as an expiration date.

The deadline for a deal on the purchase of Crown Central Petroleum Corp. came and went yesterday afternoon, without any word on who will be the next owner of the troubled Baltimore oil company. Rosemore Inc., a Baltimore holding company led by Crown Chairman, President and Chief Executive Officer Henry A. Rosenberg Jr., had set a deadline of 5 p.m. yesterday for Crown's board of directors to accept its bid. The parties issued no announcements and refused repeated requests for comment into the night.

Crown Central Petroleum Corp. said yesterday that it received sweetened buyout offers after the board of directors demanded that two bidders for the Baltimore-based refiner submit "best and final" offers. Crown said Rosemore Inc., a Baltimore holding company led by Henry A. Rosenberg Jr., who is Crown's chairman, president and chief executive officer, increased its bid by 12 percent, or $1 a share. Rosemore also advanced its deadline from April 17 to 5 p.m. today. Crown also reported that Apex Oil Co. Inc. of St. Louis has amended its offer, agreeing to pay $9.50 a share in a private placement of 3.5 million to 4.5 million of Crown's Class A shares.

The board of directors at Crown Central Petroleum Corp. has until 5 p.m. today to reject or accept two competing takeover proposals, both of which would mean the 70-year-old company would become privately held. The first offer came from Rosemore Inc., a Baltimore holding company headed by Henry A. Rosenberg Jr., who is Crown's chairman, president and chief executive officer. The Rosenberg family, through Rosemore, controls 11 percent of Crown's Class B shares and 49 percent of the Class A shares, which carry 10 times the voting power of the B shares.