Apex Oil Sends Letter to Crown Central Shareholders.

Business Editors

ST. LOUIS, Mo.--(BUSINESS WIRE)--Aug. 21, 2000

Responds to August 9, 2000 Letter From the Chairman of

the Independent Committee of Crown Central's Board to Shareholders

Apex Oil Company, Inc. and its affiliate, Golnoy Barge Company, Inc., announced today that they sent the following letter to shareholders of Crown Central Petroleum Corporation (AMEX: CNPa, CNPb) in advance of the upcoming special meeting of Crown Central shareholders on August 24, 2000:

Dear Stockholders of Crown Central Petroleum Corporation:

On August 9, 2000, Mr. Michael F. Dacey, the Chairman of the Independent Committee of the Board of Directors of Crown Central Petroleum Corporation, sent you a letter urging you to approve the merger of Crown Central with Rosemore Acquisition Corporation. In his letter, Mr. Dacey set forth certain "facts" regarding the proposed merger and urged all Crown Central stockholders to carefully examine the facts in determining whether to approve the merger.

Golnoy Barge Company, Inc. is a shareholder of Crown Central. In addition, Golnoy and Apex Oil Company, Inc. have delivered to you a Proxy Statement pursuant to which we urged you to vote against the merger for the reasons set forth therein and sought your proxies to vote against the merger. We, like Mr. Dacey, urge you to consider the facts regarding the proposed merger in determining how to vote. However, we urge you to consider all of the facts, and not just those set forth by Mr. Dacey. We urge you to consider those facts that we set forth in our Proxy Statement as well as the following.

- Mr. Dacey states that, in a letter dated July 25, 2000, Apex is proposing a
tender offer where Apex can acquire only 20% of the outstanding stock of Crown
Central as opposed to all of the outstanding stock of Crown Central. This is an
inaccurate statement. In the referenced letter, Apex stated that "the offer
would be open to all Crown stockholders." The language was clear. The 20%
condition merely meant that Apex had to receive tenders of Crown Central stock
representing at least 20% of the aggregate voting power of Crown Central stock
then outstanding before Apex would be required to close on the tender offer.
However, if more than 20% was tendered, Apex would be obligated to purchase all
shares tendered. Apex stands prepared to make a tender offer for all of Crown
Central's stock if Crown Central's Board amends or redeems the Poison Pill to
allow the tender offer and enters into a definitive merger agreement with Apex
similar to the merger agreement entered into with Rosemore.

- Mr. Dacey states that Crown Central's Poison Pill "specifically allows
(Crown's) Board to approve a fair tender offer, but only if it is for ALL of
Crown's stock and is accompanied by an undertaking to use best efforts to merge
within 90 days." What Mr. Dacey does not state is that Apex, in its July 25,
2000 letter, asked Crown Central's Board to make Apex's proposed tender offer
an "Approved Transaction" so that completion of the tender offer would not
trigger the rights under the Poison Pill. Crown Central refused Apex's request
on two grounds. First, Crown Central stated that it was precluded from amending
the Poison Pill by the terms of the merger agreement with Rosemore. Second,
Crown Central stated that the Poison Pill already permitted a fair tender offer
for 100% of Crown Central's stock, coupled with a back end merger, to proceed.
Crown Central then offered that, if Apex made such a tender offer, Crown
Central would consider the terms of the offer.

- 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;

- solicit any proxies at any meeting of Crown Central

shareholders;

- join or be part of any "group" of beneficial owners of Crown

Central; or

- discuss any of the above with any other person.

If Apex had executed this agreement, Apex would have been precluded from making its $10.50 per share superior offer to Crown Central unless Crown Central's Board of Directors asked Apex to make such an offer. Further, we would have been precluded from delivering our Proxy Statement to you and expressing our viewpoint as to the inadequacy of Rosemore's offer. We do not understand how these results (or most of the proscribed transactions for that matter) "prevents bidders from receiving confidential information and then trading in the market." We believe that the more compelling question is to ask Crown Central why it insisted on provisions that prohibited interested parties from making competing offers to Crown Central's stockholders. For a more complete response as to why Apex refused to execute the confidentiality agreement, we refer you to our Proxy Statement.

- Mr. Dacey states that Crown Central adopted its Shareholder Rights

Plan (the "Poison Pill") to stop Rosemore, Apex and any other

party from engaging in a creeping acquisition in the market that

could result in some stockholders receiving less than a full

negotiated merger price. (emphasis added) For the reasons set

forth in our Proxy Statement, Apex and Golnoy believe the Poison

Pill was adopted directly in response to Apex, not others.

Further, Crown Central adopted its Poison Pill on February 1, 2000. However, according to Crown Central's proxy statement, on January 26, 2000 Rosemore executed Crown Central's confidentiality agreement containing the standstill provisions. If that confidentiality agreement prevented Rosemore from trading in the market, why did Crown Central then also need to adopt the Poison Pill to stop Rosemore from making acquisitions in the market?

- Mr. Dacey states that, in a letter dated July 25, 2000, Apex is proposing a
tender offer where Apex can acquire only 20% of the outstanding stock of Crown
Central as opposed to all of the outstanding stock of Crown Central. This is an
inaccurate statement. In the referenced letter, Apex stated that "the offer
would be open to all Crown stockholders." The language was clear. The 20%
condition merely meant that Apex had to receive tenders of Crown Central stock
representing at least 20% of the aggregate voting power of Crown Central stock
then outstanding before Apex would be required to close on the tender offer.
However, if more than 20% was tendered, Apex would be obligated to purchase all
shares tendered. Apex stands prepared to make a tender offer for all of Crown
Central's stock if Crown Central's Board amends or redeems the Poison Pill to
allow the tender offer and enters into a definitive merger agreement with Apex
similar to the merger agreement entered into with Rosemore.

- Mr. Dacey states that Crown Central's Poison Pill "specifically allows
(Crown's) Board to approve a fair tender offer, but only if it is for ALL of
Crown's stock and is accompanied by an undertaking to use best efforts to merge
within 90 days." What Mr. Dacey does not state is that Apex, in its July 25,
2000 letter, asked Crown Central's Board to make Apex's proposed tender offer
an "Approved Transaction" so that completion of the tender offer would not
trigger the rights under the Poison Pill. Crown Central refused Apex's request
on two grounds. First, Crown Central stated that it was precluded from amending
the Poison Pill by the terms of the merger agreement with Rosemore. Second,
Crown Central stated that the Poison Pill already permitted a fair tender offer
for 100% of Crown Central's stock, coupled with a back end merger, to proceed.
Crown Central then offered that, if Apex made such a tender offer, Crown
Central would consider the terms of the offer.

Crown Central's statement is incomplete. To be "exempt" under the Poison Pill, prior to the date on which a tender offer is commenced, the tender offer must be approved by a majority of Crown Central's Board. Rather than stating Crown Central's Board would approve Apex's tender offer, Crown Central merely stated that it would "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. The triggering of the Poison Pill would be detrimental to Golnoy and its related parties in that their ownership in Crown Central would be substantially diluted. Notwithstanding Crown Central's assertions to the contrary, Apex cannot commence a tender offer, or publicly announce its intention to commence a tender offer free from the Poison Pill unless the Crown Central Board provides its prior approval. However, we reiterate that Apex stands prepared to make a tender offer for all of Crown Central's stock if Crown Central's Board amends or redeems the Poison Pill to allow the tender offer and enters into a definitive merger agreement with Apex similar to the merger agreement entered into with Rosemore.

- Mr. Dacey states that Crown Central experienced cumulative

operating losses of $60 million during the last five years, in

addition to a pre-tax write-down of certain refining assets of

$80.5 million. This information purports to justify the price

being offered by Rosemore. Mr. Rosenberg is the chairman of Crown

Central's Board as well as Crown Central's president, chief

executive officer and chief operating officer and thus ultimately

responsible for the financial performance of Crown Central. Mr.

Rosenberg is also the chairman of Rosemore's board and Mr.

Rosenberg's family is the beneficial owner of Rosemore. The more

compelling question to ask is why Mr. Rosenberg, who is

responsible for Crown Central's performance, should be able to

stand behind such poor performance to justify a low purchase price

for Crown Central's stock.

We urge Crown Central stockholders to carefully examine all of the facts, not simply the facts as related by Crown Central. We continue to urge you to oppose the Rosemore merger and not approve the Rosemore merger agreement. Please sign, date and mail the enclosed blue proxy card today.

Thank you for your interest and support.

Sincerely,

Paul A. Novelly,

Chairman

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) and their definitive proxy statement 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) database. Crown shareholders are urged to read the definitive proxy statement of Apex and Golnoy which contains important information.