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Apex Oil Mails Proxy to Crown Central Shareholders.


Business Editors

ST. LOUIS, Mo.--(BUSINESS WIRE)--Aug. 15, 2000

Apex Oil Company, Inc. and its affiliate, Golnoy Barge Company, Inc., announced today that they are sending a definitive proxy to shareholders of Crown Central Petroleum Corporation (AMEX AMEX

See: American Stock Exchange
: CNPa, CNPb) strongly recommending that Crown Central shareholders reject the $9.50 per share merger offer from Rosemore Acquisition Corporation, an indirect wholly-owned subsidiary of Rosemore, Inc., which is beneficially owned by Henry A. Rosenberg, Jr. and his family.

In the definitive proxy filed with the Securities and Exchange Commission (SEC), Apex, which with its affiliates owns shares representing a 13.6% voting interest Voting interest in business and accounting is a percentage of voting stock owned. This notion is different from economic interest that refers to a percentage of all the equity issued, including preferred stock, warrants, and so on.  in Crown Central, outlined several arguments for voting against the Rosemore $9.50 proposal. Apex said the Rosemore proposal:
-- 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.

Apex also said it believes that 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 A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts.

The poison pill is a defensive strategy used against corporate takeovers.
 and the insistence on restrictive standstill standstill /stand·still/ (stand´stil?) cessation of activity, as of the heart (cardiac s.) or chest (respiratory s.) .

stand·still
n.
Complete cessation of activity or progress.
 provisions in Crown Central's confidentiality agreement as a condition to a potential bidder being allowed to participate in the process.

Apex urged shareholders to vote down the Rosemore bid in favor of a fair, unbiased and open auction process by mailing the blue proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card.  provided in Apex's proxy materials Proxy Materials

Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other
.

Apex is a privately held Missouri corporation with operations in petroleum trading, storage, transportation and refining.

If shareholders have any questions or need assistance in voting their shares, they should call Georgeson Shareholder Communications Inc. toll free at 1-800-223-2064.

Information concerning the officers and directors of Apex Oil Company, Inc. and Golnoy Barge Company, Inc. and a description of their interests in Crown Central can be obtained from Golnoy's prior Schedule 13-D statements of beneficial ownership in Crown Central (and amendments thereto there·to  
adv.
1. To that, this, or it.

2. Archaic In addition to that; furthermore.


thereto
Adverb

Formal

1. to that or it

2.
) filed with the Securities and Exchange Commission, publicly available in electronic format on the SEC's website, www.sec.gov, via the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR Edgar or Eadgar (both: ĕd`gər), 943?–975, king of the English (959–75), son of Edmund, king of Wessex. In 957 the Mercians and Northumbrians rebelled against Edgar's brother Edwy and chose Edgar as their king. ) database.
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Publication:Business Wire
Geographic Code:1USA
Date:Aug 15, 2000
Words:404
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