Crown Central Petroleum Corp/MD – ‘10-K/A’ for 12/31/99

On:  Thursday, 4/20/00, at 4:43pm ET   ·   For:  12/31/99   ·   Accession #:  25885-0-43   ·   File #:  1-01059

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Crown Central Petroleum Corp.--10-K/A                 93±   409K 
 2: EX-4.D      Instrument Defining the Rights of Security Holders     5±    21K 
 3: EX-10.R     Material Contract                                      8±    30K 
 4: EX-27.A     Financial Data Schedule                                1      8K 
 5: EX-27.B     Financial Data Schedule                                1      8K 

10-K/A   —   Crown Central Petroleum Corp.--10-K/A
Document Table of Contents

10-K/A
1st “Page” of 60
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A 
(AMENDMENT NO. 2) 

(Mark One)                                                                      
[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE         
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
    For the fiscal year ended  DECEMBER 31, 1999
    OR
[  ]       TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE       
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to  ____________ 

     Commission File Number 1-1059

     CROWN CENTRAL PETROLEUM CORPORATION
    (Exact name of registrant as specified in its charter)

MARYLAND                              52-0550682            
(State or other jurisdiction of      (I.R.S. Employer Identification            
incorporation or organization)                  Number)                         

ONE NORTH CHARLES STREET                                                        
BALTIMORE, MARYLAND                                         21201               
(Address of principle executive offices)                  (Zip Code)            

Registrant's telephone number, including area code: (410) 539-7400      

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   

                                   NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                     ON WHICH REGISTERED       
Class A Common Stock - $5 Par Value           American Stock Exchange           
Class B Common Stock - $5 Par Value           American Stock Exchange           

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE      

Indicate by check mark if disclosure of delinquent filers pursuant to           
Item 405 of Regulation S-K is not contained herein, and will not be             
contained, to the best of registrant's knowledge, in definitive proxy or        
information statements incorporated by reference in Part III of this Form       
10-K or any amendment to this Form 10-K. [X]                                    

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange          
Act of 1934 during the preceding 12 months, and (2) has been subject to         
such filing requirements for the past 90 days.          YES   X   NO            

The aggregate market value of the voting stock held by nonaffiliates as         
of December 31, 1999 was $34,322,322.                                           

The number of shares outstanding at January 31, 2000 of the registrant's        
$5 par value Class A and Class B Common Stock was 4,817,394 shares and          
5,253,862 shares, respectively.                                                 

10-K/A
2nd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 CROWN CENTRAL PETROLEUM CORPORATION
AND SUBSIDIARIES

 TABLE OF CONTENTS

                                                                [Download Table]


                                                                  PAGE
                                                                      
PART I                                                                

Item 1     Business                                                  l

Item 2     Properties                                                2

Item 3     Legal Proceedings                                         6

Item 4     Submission of Matters to a Vote of Security Holders       8

PART II                                                               

Item 5     Market for the Registrant's Common                         
             Equity and Related Stockholder Matters                  9

Item 6     Selected Financial Data                                  10

Item 7     Management's Discussion and Analysis                       
             of Financial Condition and Results of Operations       11

Item 7a    Qualitative and Quantitative Disclosures                   
             About Market Risk                                      18

Item 8     Financial Statements and Supplementary Data              19

Item 9     Changes in and Disagreements with Auditors on              
             Accounting and Financial Disclosure                    41

                             PART III                                 

Item 10    Directors and Executive Officers of the                    
             Registrant                                             42

Item 11    Executive Compensation                                   44

Item 12    Security Ownership of Certain                              
             Beneficial Owners and Management                       48

Item 13    Certain Relationships and Related Transactions           50

                              PART IV                                 

Item 14    Exhibits, Financial Statement Schedules                    
             and Reports on Form 8-K                                51


10-K/A
3rd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 3rd
PART I            

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS                                    

This Annual Report contains certain "forward-looking statements" within         
the meaning of Section 27A of the Securities Act of 1933, as amended, and       
Section 21E of the Securities Exchange Act of 1934, as amended.  All            
statements, other than statements of historical facts included in this          
Annual Report on Form 10-K, including without limitation those under            
"Liquidity and Capital Resources", "Additional Factors that May Affect          
Future Results" and "Impact of Year 2000" under "Management's Discussion        
and Analysis of Financial Condition and Results of Operations" regarding        
the Company's financial position and results of operations, are forward-        
looking statements.  Such statements are subject to certain risks and           
uncertainties, such as changes in prices or demand for the Company's            
products as a result of competitive actions or economic factors, changes        
in the cost of crude oil, changes in operating costs resulting from new         
refining technologies, increased regulatory burdens or inflation, and the       
Company's ability to continue to have access to capital markets and             
commercial bank financing on favorable terms.  Should one or more of            
these risks or uncertainties, among others as set forth in this Annual          
Report on Form 10-K for the year ended December 31, 1999, materialize,          
actual results may vary materially from those estimated, anticipated or         
projected.  Although the Company believes that the expectations reflected       
by such forward-looking statements are reasonable based on information          
currently available to the Company, no assurances can be given that such        
expectations will prove to have been correct.  Cautionary statements            
identifying important factors that could cause actual results to differ         
materially from the Company's expectations are set forth in this Annual         
Report on Form 10-K for the year ended December 31, 1999, including             
without limitation in conjunction with the forward-looking statements           
included in this Annual Report on Form 10-K that are referred to above.         
All forward-looking statements included in this Annual Report on Form 10-       
K and all subsequent oral forward-looking statements attributable to the        
Company or persons acting on its behalf are expressly qualified in their        
entirety by these cautionary statements.                                        

ITEM 1.  BUSINESS                                                               

GENERAL                                                                         

Crown Central Petroleum Corporation and subsidiaries (the Company), which       
traces its origins to 1917, is a large independent refiner and marketer         
of petroleum products in the United States.  The Company owns and               
operates two high-conversion refineries with a combined capacity of             
152,000 barrels per day of crude oil - a 100,000 barrel per day facility        
located in Pasadena, Texas, near Houston (the Pasadena refinery) and a          
52,000 barrel per day facility located in Tyler, Texas (the Tyler               
refinery, and together with the Pasadena refinery, the Refineries).  The        
Company is also a leading independent marketer of refined petroleum             
products and merchandise through a network of 331 gasoline stations and         
convenience stores located in the Mid-Atlantic and Southeastern United          
States.  In support of these businesses, the Company operates 13 product        
terminals located on three major product pipelines along the Gulf Coast         
and the Eastern Seaboard and in the Central United States.                      

The Refineries are strategically located and have direct access to crude        
oil supplies from major and independent producers and trading companies,        
thus enabling the Company to select a crude oil mix to optimize refining        
margins and minimize transportation costs.  The Pasadena refinery's Gulf        
Coast location provides access to tankers, barges and pipelines for the         
delivery of foreign and domestic crude oil and other feedstocks.  The           
Tyler refinery benefits from its location in East Texas due to its              
ability to purchase high quality crude oil directly from nearby suppliers       
at a favorable cost and from its status as the only supplier of a full          
range of refined petroleum products in its local market area.  The              
Refineries are operated to generate a product mix of over 88% higher            
margin fuels, primarily transportation fuels such as gasoline, highway          
diesel and jet fuel as well as home heating oil.  During the past five          
years, the Company has invested over $38 million for environmental              
compliance, upgrading, expansion and process improvements at its two            
refineries.  As a result of these expenditures, the Refineries have a           
high rate of conversion to higher margin fuels.                                 

The Company is one of the largest independent retail marketers in its           
core retail market areas within Maryland, Virginia and North Carolina.          
The Company has a geographic concentration of retail locations in high          
growth areas such as Baltimore, Maryland and the Washington, D.C.               
metropolitan areas, Tidewater and Richmond, Virginia, Charlotte and             
Raleigh, North Carolina and Columbus, Georgia.  Over the past several           
years, the Company has rationalized and refocused its retail operations.        
This has resulted in significant improvements in average unit performance       
and has positioned these operations for growth from a profitable base.          
For the year ended December 31, 1999, average merchandise sales per unit        
increased approximately 4.5% on a same store basis when compared with           
1998.                                                                           

10-K/A
4th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 4th
Sales values of the principal classes of products sold by the Company           
during the last three years are included in Management's Discussion and         
Analysis of Financial Condition and Results of Operations on page 11 of         
this report.                                                                    

At December 31, 1999, the Company employed 2,695 employees.  The total          
number of employees decreased approximately 11% from year-end 1998.             

REGULATION                                                                      

Like other companies in the petroleum refining and marketing industries,        
the Company's operations are subject to extensive regulation and the            
Company has responsibility for the investigation and clean-up of                
contamination resulting from past operations.  Current compliance               
activities relate to air emissions limitations, waste water and storm           
water discharges and solid and hazardous waste management activities.  In       
connection with certain of these compliance activities and for other            
reasons, the Company is engaged in various investigations and, where            
necessary, remediation of soils and ground water relating to past spills,       
discharges and other releases of petroleum, petroleum products and              
wastes.  The Company's environmental activities are different with              
respect to each of its principal business activities: refining and retail       
marketing operations.  The Company is not currently aware of any                
information that would suggest that the costs related to the air, water         
or solid waste compliance and clean-up matters discussed herein will have       
a material adverse effect on the Company.  The Company anticipates that         
substantial capital investments will be required in order to maintain           
compliance with federal, state and local regulations, including an              
approximately $25 million for the EPA's new regulations regarding low           
sulfur gasoline.  A more detailed discussion of environmental matters is        
included in Note A and Note I of the Notes to Consolidated Financial            
Statements on pages 25 and 35, respectively, of this report, and in             
Management's Discussion and Analysis of Financial Condition and Results         
of Operations on pages 11 through 18 of this report.                            

COMPETITIVE CONDITIONS                                                          

Oil industry refining and marketing is highly competitive.  Many of the         
Company's principal competitors are integrated multinational oil                
companies that are substantially larger and better known than the               
Company.  Because of their diversity, integration of operations, larger         
capitalization and greater resources, these major oil companies may be          
better able to withstand volatile market conditions, compete on the basis       
of price and more readily obtain crude oil in times of shortages.               

The principal competitive factors affecting the Company's refining              
operations are crude oil and other feedstock costs, refinery product            
margins, refinery efficiency, refinery product mix and product                  
distribution and transportation costs.  Certain of the Company's larger         
competitors have refineries which are larger and more complex and, as a         
result, could have lower per barrel costs or higher margins per barrel of       
throughput.  The Company has no crude oil reserves and is not engaged in        
exploration.  The majority of the Company's total crude oil purchases are       
transacted on the spot market.  The Company believes that it will be able       
to obtain adequate crude oil and other feedstocks at generally                  
competitive prices for the foreseeable future.                                  

The principal competitive factors affecting the Company's retail                
marketing operations are locations of stores, product price, the quality,       
appearance and cleanliness of stores and brand identification.                  
Competition from large integrated oil companies, as well as from                
convenience stores which sell motor fuel, is expected to continue.  The         
principal competitive factors affecting the Company's wholesale marketing       
business are product price and quality, reliability and availability of         
supply and location of distribution points.                                     

The Company maintains business interruption insurance to protect itself         
against losses resulting from shutdowns to refinery operations from fire,       
explosions and certain other insured casualties.  Business interruption         
coverage begins for such losses in excess of $2 million.                        

ITEM 2.   PROPERTIES                                                            

REFINING OPERATIONS                                                             

OVERVIEW                                                                        

The Company owns and operates two strategically located, high conversion        
refineries with a combined capacity of 152,000 barrels of crude oil per         
day--a 100,000 barrel per day facility located in Pasadena, Texas, near         
Houston, and a 52,000 barrel per day facility located in Tyler, Texas.          
Both refineries are operated to generate a product mix of over 88% higher       
margin fuels, primarily transportation fuels such as gasoline, highway          
diesel and jet fuel, as well as home heating oil. When operating to             
maximize the production of light products, the product mix at both of the       
Refineries is approximately 55% gasoline, 33% distillates (such as              
diesel, home heating oil, jet fuel, and kerosene), 6% petrochemical             
feedstocks and 6% slurry oil and petroleum coke.                                

10-K/A
5th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 5th
The Pasadena refinery and Tyler refinery averaged production output of          
93,052 barrels per day and 48,408 barrels per day, respectively, during         
1999.  While both refineries primarily run sweet (low sulphur content)          
crude oil, they can process up to 20% of certain sour (high sulphur             
content) crude oil in their mix.                                                

The Company's access to extensive pipeline networks provides it with the        
ability to acquire crude oil directly from major integrated and                 
independent domestic producers, foreign producers, or trading companies,        
and to transport this crude to the refineries at a competitive cost. The        
Pasadena refinery has docking facilities which provide direct access to         
tankers and barges for the delivery of crude oil and other feedstocks.          
The Company also has agreements with terminal operators for the storage         
and handling of the crude oil it receives from large ocean-going vessels        
and which the Company transports to the refineries by pipeline. The Tyler       
refinery benefits from its location in East Texas since the Company can         
purchase high quality crude oil at favorable prices directly from nearby        
producers. In addition, the Tyler refinery is the only supplier of a full       
range of petroleum products in its local market area. See "Supply,              
Transportation and Wholesale Marketing."                                        

PASADENA REFINERY                                                               

The Pasadena refinery is located on approximately 174 acres in Pasadena,        
Texas and was the first refinery built on the Houston Ship Channel. The         
refinery has been substantially modernized and today has a rated crude          
capacity of 100,000 barrels per day. During the past five years, the            
Company has invested approximately $23 million in capital projects at           
Pasadena.                                                                       

The Company's refining strategy includes several initiatives to enhance         
productivity. For example, the Pasadena refinery has an extensive plant-        
wide distributed control system which is designed to improve product            
yields, make more efficient use of personnel and optimize process               
operations. The distributed control system uses technology that is fast,        
accurate and provides increased information to both operators and               
supervisors. This equipment also allows the use of modern advanced              
control techniques for optimizing unit operations.                              

The Pasadena refinery has a crude unit with a 100,000 barrels per day           
atmospheric column and a 38,000 barrels per day vacuum tower. Major             
downstream units consist of a 52,000 barrels per day fluid catalytic            
cracking unit, a 12,000 barrels per day delayed coking unit, two                
alkylation units with a combined capacity of 10,000 barrels per day of          
alkylate production, and a continuous regeneration reformer with a              
capacity of 24,000 barrels per day. Other units include two depropanizers       
that can produce 5,500 barrels per day of refinery grade propylene, a           
liquified petroleum gas recovery unit that removes approximately 1,000          
barrels per day of liquids from the refinery fuel system, a reformate           
splitter, and a compression facility capable of transporting up to 14           
million standard cubic feet per day of process gas to a neighboring             
petrochemical plant.                                                            

The Clean Air Act mandated that only reformulated gasoline ("RFG") may be       
sold in certain ozone non-attainment areas, including some metropolitan         
areas where the Company sells gasoline.  RFG standards became more              
stringent with the implementation of the Complex Model Phase 1 in 1997,         
and again in 2000 with the Complex Model Phase 2.  The Pasadena refinery        
can produce up to 30,000 barrels per day of winter grade Phase 2 RFG with       
purchases of MTBE, ethanol, or other oxygenates.  The Pasadena refinery         
directly supplies premium unleaded RFG to nearby truck rack facilities          
with the remainder of RFG production being shipped in the Colonial              
pipeline.  Company retail RFG requirements above production capabilities        
are met with gasoline grade exchanges and spot market purchases.                

Crude unit operation at the Pasadena refinery was at lower rates in 1999        
primarily due to the planned reduction in refinery production volumes as        
a result of poor industry-wide refining margins during the year.  To            
counter the low margins on light sweet crude, the Company purchased             
substantially more heavy crude at discounts to light sweet grades.  With        
the heavier crude, the refinery capacity is effectively reduced because         
of constraints in downstream units which process the heavier fractions.         
In 1999, the Pasadena refinery operated at 93,052 BPD yielding                  
approximately 57% gasoline and 29% distillates.  Of the total gasoline          
production, approximately 34% was premium octane grades.  In addition,          
the Pasadena refinery produced and sold other products including                
propylene, propane, slurry oil, petroleum coke and sulfur.                      

The Company owns and operates storage facilities located on approximately       
130 acres near its Pasadena refinery which, together with tanks on the          
refinery site, provide the Company with a storage capacity of                   
approximately 6.2 million barrels (2.8 million barrels for crude oil and        
3.4 million barrels for refined petroleum products and intermediate             
stocks).                                                                        

The Pasadena refinery's refined petroleum products are delivered to both        
wholesale and retail customers. Approximately one-half of the gasoline          
and distillate production is sold at wholesale into the Gulf Coast spot         
market and one-half is shipped by the Company on the Colonial and               
Plantation pipelines for sale in East Coast wholesale and retail markets.       
The Company's retail gasoline requirements represent approximately 56% of       
the Pasadena refinery's total gasoline production capability.                   

10-K/A
6th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 6th
TYLER REFINERY                                                                  

The Tyler refinery is located on approximately 100 of the 529 acres owned       
by the Company in Tyler, Texas and has a rated crude capacity of 52,000         
barrels per day.  The Tyler refinery's location provides access to nearby       
high quality East Texas crude oil which accounts for approximately 70% of       
its crude supply. This crude oil is transported to the refinery on the          
McMurrey and Scurlock pipeline systems. The Company owns the McMurrey           
system and has a long-term contract with Scurlock Permian Pipe Line             
Corporation for use of the Scurlock system. The Company also has the            
ability to ship crude oil to the Tyler refinery by pipeline from the Gulf       
Coast and does so when market conditions are favorable. Storage capacity        
at the Tyler refinery exceeds 2.7 millions barrels (1.2 million barrels         
for crude oil and 1.5 million barrels for refined petroleum products and        
intermediate stocks), including tankage along the Company's pipeline            
system.                                                                         

The Tyler refinery has a crude unit with a 52,000 barrels per day               
atmospheric column and a 16,000 barrels per day vacuum tower. The other         
major process units at the Tyler refinery include an 18,000 barrels per         
day fluid catalytic cracking unit, a 6,000 barrels per day delayed coking       
unit, a 20,000 barrels per day naphtha hydrotreating unit, a 12,000             
barrels per day distillate hydrotreating unit, two reforming units with a       
combined capacity of 16,000 barrels per day, a 5,000 barrels per day            
isomerization unit, and an alkylation unit with a capacity of 4,700             
barrels per day.                                                                

The Tyler refinery's 1999 crude unit operating capacity was slightly            
below last year's operations of approximately 96% due primarily to              
planned reductions in refinery production as a result of poor industry-         
wide refining margins.  In 1999, the Tyler refinery operated at                 
approximately 93% of rated crude unit capacity, with production yielding        
approximately 57% gasoline and approximately 33% distillates, which             
includes the production of 5,069 BPD of aviation fuels. Of the total            
gasoline production, approximately 14% was premium octane grades. In            
addition, the refinery produced and sold by-products including propylene,       
propane, slurry oil, petroleum coke and sulphur. The Tyler refinery is          
the principal supplier of refined petroleum products in the East Texas          
market with approximately 64% of production distributed at the refinery's       
truck terminal. The remaining production is shipped via the Texas Eastern       
Products Pipeline for sale either from the Company's terminals or from          
other terminals along the pipeline. Deliveries under term exchange              
agreements account for the majority of the refinery's truck terminal            
sales.                                                                          

RETAIL OPERATIONS                                                               

OVERVIEW                                                                        

The Company traces its retail marketing history to the early 1930's when        
it operated a retail network of 30 service stations in the Houston, Texas       
area. It began retail operations on the East Coast in 1943. The Company         
has been recognized as an innovative industry leader and, in the early          
1960's, pioneered the multi-pump retailing concept which has since become       
an industry standard in the marketing of gasoline.                              

As of December 31, 1999, the Company had 331 retail locations.  Of these        
331 units (219 owned and 112 leased), the Company directly operated 230         
and the remainder were operated by independent dealers. The Company             
conducts its operations in Maryland through an independent dealer network       
as a result of legislation which prohibits refiners from operating              
gasoline stations in Maryland. The Company believes that the high               
proportion of Company-operated units enables it to respond quickly and          
uniformly to changing market conditions.                                        

While most of the Company's units are located in or around major                
metropolitan areas, its sites are generally not situated on major               
interstate highways or inter-city thoroughfares. These off-highway              
locations primarily serve local customers and, as a result, the Company's       
retail marketing unit volumes are not as highly seasonal or dependent on        
seasonal vacation traffic as locations operating on major traffic               
arteries. The Company is one of the largest independent retail marketers        
of gasoline in its core retail market areas within Maryland, Virginia and       
North Carolina.  The Company has a geographic concentration of retail           
locations in high growth areas such as the metropolitan Baltimore,              
Maryland and Washington, D.C. area, Tidewater and Richmond, Virginia,           
Raleigh and Charlotte, North Carolina and Columbus, Georgia. The                
Company's three highest volume core markets are Baltimore, the suburban         
areas of Maryland and Virginia surrounding Washington, D.C., and the            
greater Norfolk, Virginia area.                                                 

RETAIL UNIT OPERATIONS                                                          

The Company conducts its retail marketing operations through three basic        
store formats: convenience stores, mini-marts and gasoline stations. At         
December 31, 1999, the Company had 82 convenience stores, 132 mini-marts        
and 117 gasoline stations.                                                      

The Company's convenience stores operate primarily under the name Fast          
Fare. These units generally contain 1,500 to 2,800 square feet of retail        
space and typically provide gasoline and a variety of convenience store         
merchandise such as tobacco products, beer, wine, soft drinks, coffee,          
snacks, dairy products and baked goods.                                         

10-K/A
7th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 7th
The Company's mini-marts generally contain up to 600 to 1,500 square feet       
of retail space and typically sell gasoline and much of the same                
merchandise as at the Company's convenience stores. The Company has             
installed lighted canopies that extend over the multi-pump fuel islands         
at most of its locations.  This provides added security and protection          
from the elements for customers and employees.                                  

The Company's gasoline stations generally contain up to 100 square feet         
of retail space in an island kiosk and typically offer gasoline and a           
limited amount of merchandise such as tobacco products, candies, snacks         
and soft drinks.                                                                

The Company's units are brightly decorated with its trademark signage to        
create a consistent appearance and encourage customer recognition and           
patronage. The Company believes that consistency of brand image is              
important to the successful operation and expansion of its retail               
marketing system. In all aspects of its retail marketing operations, the        
Company emphasizes quality, value, cleanliness and friendly and efficient       
customer service.                                                               

While the Company derives approximately 74% of its retail revenue from          
the sale of gasoline, it also provides a variety of merchandise and other       
services designed to meet the non-fuel needs of its customers. Sales of         
these additional products are an important source of revenue, contribute        
to increased profitability and serve to increase customer traffic. The          
Company believes that its existing retail sites present significant             
additional profit opportunities based upon their strategic locations in         
high traffic areas. The Company also offers ancillary services such as          
compressed air service, car washes, vacuums, and automated teller               
machines.  Management continues to evaluate the addition of new ancillary       
services.                                                                       

DEALER OPERATIONS                                                               

The Company maintains 101 dealer-operated units, all of which are located       
in Maryland. Under the Maryland Divorcement Law, refiners are prohibited        
from operating gasoline stations. The Maryland units are operated under a       
Branded Service Station Lease and Dealer Agreement (the "Dealer                 
Agreement"), generally with a term of three years. Pursuant to the Dealer       
Agreement, a dealer leases the facility from the Company and purchases          
and resells Crown-branded motor fuel and related products. Dealers              
purchase and resell merchandise from independent third parties. The             
Dealer Agreement sets forth certain operating standards; however, the           
Company does not control the independent dealer's personnel, pricing            
policies or other aspects of the independent dealer's business. The             
Company believes that its relationship with its dealers has been very           
favorable as evidenced by a low rate of dealer turnover.                        

The Company realizes little direct benefit from the sale of merchandise         
or ancillary services at the dealer operated units, and the revenue from        
these sales is not reflected in the Company's Consolidated Financial            
Statements. However, to the extent that the availability of merchandise         
and ancillary services increases customer traffic and gasoline sales at         
its units, the Company benefits from higher gasoline sales volumes.             

SUPPLY, TRANSPORTATION AND WHOLESALE MARKETING                                  

SUPPLY                                                                          

The Company's refineries, terminals and retail outlets are strategically        
located in close proximity to a variety of supply and distribution              
channels.  As a result, the Company has the flexibility to acquire              
available domestic and foreign crude oil economically, and also the             
ability to cost effectively distribute its products to its own system and       
to other domestic wholesale markets.  Purchases of crude oil and                
feedstocks are determined by quality, price and general market                  
conditions.                                                                     

TRANSPORTATION                                                                  

Most of the domestic crude oil processed by the Company at its Pasadena         
refinery is transported by pipeline.  The Company's purchases of foreign        
crude oil are transported primarily by tankers under spot charters which        
are arranged by either the seller or the Company.  The Company is not           
currently obligated under any time-charter contracts. The Company has an        
approximate 5% interest in the Rancho Pipeline and generally receives           
between 20,000 and 25,000 barrels per day of crude through this system.         
Foreign crudes (principally from the North Sea, West Africa and South           
America) account for approximately 64% of total Pasadena crude supply and       
are delivered by tanker.  Most of the crude for the Tyler refinery is           
gathered from local East Texas fields and delivered by two pipeline             
systems, one of which is owned by the Company.  Foreign crude also can be       
delivered to the Tyler refinery by pipeline from the Gulf Coast.                

10-K/A
8th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 8th
TERMINALS                                                                       

The Company operates eight product terminals located along the Colonial         
and Plantation pipeline systems and, in addition to the terminal at the         
Tyler refinery, operates four product terminals located along the Texas         
Eastern Products Pipeline system. These terminals have a combined storage       
capacity of 1.7 million barrels.  The Company's distribution network is         
augmented by agreements with other terminal operators also located along        
these pipelines.  In addition to serving the Company's retail                   
requirements, these terminals supply products to other refiner/marketers,       
jobbers and independent distributors.                                           

WHOLESALE MARKETING                                                             

Approximately 18% of the gasoline produced by the Company's Pasadena            
refinery is transported by pipeline for sale at wholesale through Company       
and other terminals in the Mid-Atlantic and Southeastern United States.         
Heating oil is also regularly sold at wholesale through these same              
terminals.  Gasoline, heating oil, diesel fuel and other refined products       
are also sold at wholesale in the Gulf Coast market.                            

The Company has entered into product exchange agreements for                    
approximately one-quarter of its Tyler refinery production with two major       
oil companies headquartered in the United States.  These agreements             
provide for the delivery of refined products at the Company's terminals,        
in exchange for delivery by these companies of a similar amount of              
refined products to the Company.  These exchange agreements provide the         
Company with the ability to broaden its geographic distribution, supply         
markets not connected to the refined products pipeline systems and reduce       
transportation costs.                                                           

ITEM 3.  LEGAL PROCEEDINGS                                                      

The Company is involved in various matters of litigation, which, in the         
opinion of management, are not expected to have a material adverse effect       
on the Company.  The Company's legal proceedings are further discussed in       
Note I of the Notes to Consolidated Financial Statements on page 35 of          
this report.                                                                    

The Pasadena and Tyler refineries and many of the Company's other               
facilities are involved in a number of environmental enforcement actions        
or are subject to agreements, orders or permits that require remedial           
activities.  These matters and other environmental expenditures are             
discussed in the Liquidity and Capital Resources section of Management's        
Discussion and Analysis of Financial Conditions and Results of Operations       
on pages 14 through 18 of this report, and in Note I of the Notes to            
Consolidated Financial Statements on page 35 of this report.  These             
enforcement actions and remedial activities, in the opinion of                  
management, are not expected to have a material adverse effect on the           
Company.                                                                        

On July 21, 1997, Texans United for a Safe Economy Education Fund, the          
Sierra Club, the Natural Resources Defense Council, Inc. and several            
individuals filed a Clean Air Act citizens' suit in the United States           
District Court for the Southern District of Texas against the Company,          
alleging violations by the Company's Pasadena refinery of certain state         
and federal environmental air regulations.  TEXANS UNITED FOR A SAFE            
ECONOMY EDUCATION FUND, ET AL. VS. CROWN CENTRAL PETROLEUM CORPORATION,         
H-97-2427 (S.D. Tex.).  On July 31, 1998, United States District Judge          
Vanessa Gilmore granted the Company's Motion for Summary Judgment as to         
all of the plaintiff's claims.  She subsequently rejected the plaintiff's       
motion to reconsider her decision.  Some of the plaintiffs appealed to          
the United States Court of Appeals for the Fifth Circuit which heard oral       
arguments on December 7, 1999.  No decision has been rendered by the            
Court.                                                                          

On June 25, 1997, a purported class action lawsuit was filed in District        
Court for Harris County, Texas by individuals who claim to have suffered        
personal injuries and property damage from the operation of the Company's       
Pasadena refinery.  ALLMAN, ET AL. VS. CROWN CENTRAL PETROLEUM                  
CORPORATION, ET AL., C.A. No. 97-39455 (District Court of Harris County,        
Texas).  This suit seeks unspecified compensatory damages and $50 million       
in punitive damages.  The plaintiffs have now dropped all class action          
claims.  The matter is in discovery.                                            

In October 1998, the Company was served in a lawsuit naming it as an            
additional defendant in an existing lawsuit filed by approximately 5,500        
Houston Ship Channel area residents against 11 other refinery and               
petrochemical plant operators.  CRYE ET AL. VS. REICHHOLD CHEMICALS,            
INC., ET AL., 97-24399 (334th Judicial District, Harris Co., Tex.).  The        
plaintiffs claim they are adversely affected by the noise, light,               
emissions and discharges from defendants' operations and seek unspecified       
damages and injunctive relief for alleged nuisance, trespass, negligence,       
and gross negligence.  The Court has indicated that it may grant summary        
judgement against a large majority of the plaintiffs.                           

10-K/A
9th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 9th
Seven employees at the Pasadena refinery and one at the Tyler refinery          
have filed a purported class action suit in the United States District          
Court for the Eastern District of Texas alleging race and sex                   
discrimination in violation of Title VII of the Civil Rights Act of 1964,       
as amended, and in violation of the Civil Rights Act of 1871, as amended.       
LORRETTA BURRELL, ET AL. VS. CROWN CENTRAL PETROLEUM CORPORATION, C.A.          
No. 97-CVO-357 (E.D. Tex.).  The plaintiffs have now dropped their              
efforts to certify company-wide classes and have limited their proposed         
class to certain women and African-Americans who have been employed at          
the Company's two Texas refineries.  The Company is vigorously opposing         
certification of even this limited class and has filed Motions for              
Partial Summary Judgment against all of the individual claims of all            
eight named plaintiffs.                                                         

On December 15, 1998, five shareholders filed a derivative lawsuit in           
District Court for Harris County, Texas against each of the Company's           
then-current directors and three of its non-director officers, one of           
whom was subsequently dismissed.  KNOX, ET AL. V. ROSENBERG, ET AL., C.A.       
No. 1998-58870.  Three of the plaintiff shareholders are locked-out union       
employees and the remaining two are retired union employees. The                
defendants removed the case to the United States District Court for the         
Southern District of Texas, H-99-0123.  The suit alleges that the               
defendants breached their fiduciary duties, committed "constructive             
fraud", "abuse of control", and were unjustly enriched.  On September           
27, 1999 the Court dismissed the action for Plaintiffs' failure to make         
presuit demand on the Company's Board of Directors or to allege with            
particularity facts sufficient to demonstrate why demand would have been        
futile.  Plaintiffs were granted leave to amend and on November 29, 1999        
they filed a Second Amended Complaint.  Defendants filed a Motion to            
Dismiss the Second Amended Complaint based on Plaintiffs continuing             
failure to allege with particularity facts sufficient to excuse presuit         
demand.  The Second Amended Complaint subsequently was withdrawn and            
refiled as a purported "Restated" Second Amended Complaint.  Defendants         
have filed a Motion to Dismiss the Second Amended Complaint and the             
"Restated" Second Amended Complaint for Plaintiffs' continuing failure          
to comply with the Federal Rules of Civil Procedure.  Pursuant to               
undertakings received from the individual defendants, the Company is            
advancing the defense costs and expects to indemnify the defendants to          
the extent permitted by law and the Company's charter and by-laws.              

On March 9, 2000, a purported class action lawsuit was filed in the             
Circuit Court for Baltimore City, Maryland by an individual who purports        
to represent certain shareholders of the Company against the Company,           
each of its Directors, and Rosemore, Inc.  MAIDEN V. CROWN CENTRAL              
PETROLEUM CORPORATION, ET AL. #24-C-00-001238 (Circuit Court for                
Baltimore City, Maryland).  The Complaint alleges that the defendants           
breached their fiduciary duty to the Company's shareholders in connection       
with a merger proposal made by Rosemore, Inc.  The case seeks declaratory       
and injunctive relief or, alternatively, compensatory and/or                    
"rescissory" damages.  The Company expects to defend and indemnify the          
defendants to the extent permitted by law and the Company's charter and         
by-laws.  There have been no proceedings in the case thus far.                  

A review of the ALLMAN, BURRELL, CRYE, KNOX and MAIDEN cases suggests           
that the Company, and in the KNOX and MAIDEN cases the individual               
defendants, have meritorious defenses.  The Company intends to vigorously       
defend these cases and, in the opinion of management, the eventual              
outcome of any of these cases is not expected to have a material adverse        
effect on the Company.                                                          

On January 8, 1999, five named plaintiffs filed a purported class action        
lawsuit against the Company and 12 other named defendants in Superior           
Court for New Hanover County, NC, claiming that the defendants are liable       
for damages caused by MTBE contamination of groundwater.  Atlas Alan            
Maynard, III, et al. vs. Amerada Hess Corporation et al., 99-CV-00068,          
Superior Court of New Hanover County, North Carolina.  MTBE is a gasoline       
additive that is used by the petroleum industry principally to formulate        
gasolines that comply with the federal Clean Air Act Amendments of 1990.        
The plaintiffs seek to certify two sub-classes - all owners of drinking       
water wells in the state who wish to have their wells tested at the             
defendants' expense and all owners of such wells which are contaminated         
by certain levels of MTBE.  On January 20, 2000, the Court held hearings        
on the plaintiffs' motion for class certification and the defendants'           
motions to dismiss.  The Court has not issued a ruling on those motions         
but has ordered the parties to participate in nonbinding mediation.             

In February 1998, the Company and thirteen other companies, including           
several major oil companies, were sued on behalf of the United States           
Environmental Protection Agency (EPA) and the Texas Natural Resource            
Conservation Commission (TNRCC) under the Comprehensive Environmental           
Response Compensation, and Liability Act of 1980 (the "Superfund                
Statute") to recover the costs of removal and remediation at the Sikes          
Disposal Pits Site (the "Sikes Site") in Harris County, Texas.  The             
Company does not believe that it sent any waste material to the Sikes           
Site or that there is any credible evidence to support the government's         
claim that it did so.  In fact, the Company has developed considerable          
evidence to support its position that it should not have been named as a        
Potentially Responsible Party ("PRP").  The EPA and TNRCC allege that           
they incurred costs in excess of $125 million in completing the                 
remediation at the Sikes Site, and they seek to recover these costs plus        
interest.  Since the Superfund Statute permits joint and several                
liability and any PRP is theoretically at risk for the entire judgment,         
the Company intends to vigorously defend this action.  Based upon the           
information currently available, the Company expects that it will               
eventually prevail in this matter.  In addition, the Company has been           
named by the EPA and by several state environmental agencies as a PRP at        
various other federal and state Superfund sites.  The Company's exposure        
in these matters has either been resolved, is properly reserved or is de        
minimis and is not expected to have a material adverse effect on the            
Company.                                                                        

On January 13, 2000, the Company received a Notice of Enforcement (NOE)         
from the TNRCC regarding alleged state and federal air quality                  
violations, some of which include sulfur exceedances, arising out of a          
June and July 1999 state                                                        

10-K/A
10th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 10th
inspection.  The Company believes it has valid legal defenses to the            
majority of the alleged violations and in any case, the ultimate outcome        
of the enforcement action, in the opinion of management, is not expected        
to have a material adverse effect on the Company.                               

During the first quarter of 2000, the Company received notice from the          
United States Department of Justice that the government is again                
considering filing a civil action against the Company for the alleged           
sulfur violations already addressed by an August 31, 1998 TNRCC Agreed          
Order and for additional alleged violations not covered by that Order.          
The Company does not believe that the government will prevail if it files       
such a complaint as the Company already has paid a $1.05 million fine for       
most of the sulfur violations.  Additionally, the Company believes it has       
valid defenses to the other alleged violations, that the alleged                
violations are DE MINIMIS in nature, or that the ultimate outcome of the        
enforcement action, in the opinion of management, is not expected to have       
a material adverse effect on the Company.                                       

In May 1999, the Company received a notice that the United States               
Department of Justice planned to bring a civil action against the Company       
for a Clean Water Act violation arising out of a June 1998 oil spill at a       
Wyoming exploration and production property.  The Company has shut-in all       
of the wells on the Wyoming leases and no longer operates those                 
properties.  The Department of Justice demanded payment of a penalty in         
the amount of $262,000.  The Company has been negotiating with the EPA          
and the Department of Justice.  Environmental remediation of the leases         
is being completed and the Department of Justice has not yet filed suit.        

On October 14, 1999, the Company received a notice of violation from the        
United States Environmental Protection Agency for alleged noncompliance         
in 1998 with Clean Air Act reformulated gasoline specifications at the          
Company's Newington and Richmond, Virginia terminals.  EPA proposed a           
penalty of $282,600.  The Company believes the allegations have little or       
no merit and is vigorously defending this enforcement action.                   

The foregoing environmental proceedings are not of material importance to       
Crown's accounts and are described in compliance with SEC rules requiring       
disclosure of such proceedings.                                                 

The Company's collective bargaining agreement with the Paper, Allied-           
Industrial, Chemical and Energy Workers Union ("PACE"), formerly the Oil        
Chemical & Atomic Workers Union covering employees at the Pasadena              
refinery expired on February 1, 1996.  Following a number of incidents          
apparently intended to disrupt normal operations at the refinery and also       
as a result of the unsatisfactory status of the negotiations, on                
February 5, 1996 the Company implemented a lock out of employees in the         
collective bargaining unit at the Pasadena facility.  PACE subsequently         
filed a number of unfair labor practice charges with the National Labor         
Relations Board ("NLRB") and all of these charges have been dismissed by        
the NLRB.  As previously disclosed, since the lock-out, PACE, the union         
to which the collective bargaining unit belongs has waged an orchestrated       
corporate campaign including sponsoring a boycott of the Company's retail       
facilities and supporting various lawsuits against the Company.  The            
Company has been operating the Pasadena refinery since the lock-out and         
intends to continue to do so during the negotiation period with the             
collective bargaining unit.  Although the impact of the corporate               
campaign on the Company is difficult to measure, management does not            
believe that the corporate campaign has had a material adverse impact on        
the Company's operations.  However, it is possible that the corporate           
campaign could have a material adverse impact on the Company's future           
results of operations.  The lock out and negotiations on a new contract         
continue.                                                                       

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

No matters were submitted to a vote of security holders during the last         
three months of the fiscal year covered by this report.                         

[This space intentionally left blank]     

10-K/A
11th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 11th
PART II             

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND                            
RELATED STOCKHOLDER MATTERS                               

The Company's common stock is listed on the American Stock Exchange under       
the ticker symbols CNP A and CNP B.                                             

COMMON STOCK MARKET PRICES AND CASH DIVIDENDS                                   

                                                                [Download Table]

                                  1999               1998         
                                Sales Price       Sales Price     
                               High      Low      High      Low   
                              ------   -------   ------   ------- 
                                                                  
CLASS A COMMON STOCK                                              
  First Quarter               $ 9      $ 7 1/16  $ 22    $ 18 1/4 
  Second Quarter               12 1/8    7 1/4     19      12 1/2 
  Third Quarter                12        6         13 1/16  9     
  Fourth Quarter                8 5/8    4 3/4     10 1/4   7 1/16

        Yearly                 12 1/8    4 3/4     22       7 1/16

CLASS B COMMON STOCK                                              
  First Quarter               $ 9      $ 6 7/8   $ 20 3/4 $ 18    
  Second Quarter               11 1/4    7 1/8     18 3/4   11 3/4
  Third Quarter                11        6         13 1/16   9    
  Fourth Quarter                7 1/4    4 9/16    10 7/16   6 3/4

        Yearly                 11 1/4    4 9/16    20 3/4    6 3/4


The payment of cash dividends is dependent upon future earnings, capital        
requirements, overall financial condition and restrictions as described         
in Note C of the Notes to Consolidated Financial Statements on page 26 of       
this report.  There were no cash dividends declared on common stock in          
1999 or 1998.                                                                   

The number of shareholders of the Company's common stock based on the           
number of record holders on December 31, 1999 was:                              

Class A Common Stock           502                                    
Class B Common Stock           563                                    

TRANSFER AGENT & REGISTRAR                                                      
Boston EquiServe                                                                
Boston, Massachusetts                                                           

10-K/A
12th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 12th
ITEM 6.   SELECTED FINANCIAL DATA                                               

The selected consolidated financial data for the Company set forth below        
for the five years ended December 31, 1999 should be read in conjunction        
with the Consolidated Financial Statements.                                     

                                                                [Download Table]


                         1999         1998        1997      1996       1995    
                       ----------  ---------- ---------- ---------- ---------- 
                           (Thousands of dollars except per share amounts)     
                                                                               
Sales and operating                                                            
  revenues             $1,270,181  $1,264,317 $1,609,083 $1,641,875 $1,456,990 
(Loss) income                                                                  
  before extraordinary                                                         
  item                    (30,026)    (29,380)    19,235     (2,767)   (67,367)
Extraordinary item                                                      (3,257)
Net (loss) income         (30,026)    (29,380)    19,235     (2,767)   (70,624)
Total assets              523,108     518,010    597,394    566,955    579,257 
Long-term debt            129,180     129,899    127,506    127,196    128,506 

PER SHARE DATA - BASIC:                                                        
(Loss) income                                                                  
  before extraordinary                                                         
  item                      (3.04)      (2.99)      1.97       (.28)     (6.95)
Net (loss) income           (3.04)      (2.99)      1.97       (.28)     (7.28)

PER SHARE DATA -                                                               
  ASSUMING DILUTION:                                                           
(Loss) income before                                                           
  extraordinary item        (3.04)      (2.99)      1.94       (.28)     (6.95)
Net (loss) income           (3.04)      (2.99)      1.94       (.28)     (7.28)


To conform to the 1999 and 1998 presentation, Sales and operating               
revenues for the years ended December 31, 1997, 1996, and 1995,                 
respectively, have been restated.  These restatements had no effect             
on the Net income (loss) and the Net income (loss) per share                    
amounts previously reported.  See Note A to the accompanying                    
financial statements.                                                           

To conform to the 1999 presentation, Total assets at December 31,               
1998, 1997, 1996, and 1995, respectively, have been restated.  See              
Note A to the accompanying financial statements.                                

The net loss in 1998 included a $7.1 million reserve to reflect the             
decline in inventory values of crude oil and petroleum products                 
when valuing inventories at the lower of cost of market.  Due to                
the increase in refined products prices, the reserve of $7.1                    
million recorded as of December 31, 1998 to reflect valuing                     
inventories at lower of cost or market was recovered during the                 
first quarter of 1999.                                                          

The extraordinary loss recorded in the first quarter of 1995                    
resulted from the early retirement of the remaining principal                   
balance of the Company's 10.42% Senior Notes with the proceeds from             
the sale of $125 million of Unsecured Senior Notes due February 1,              
2005.                                                                           

The net loss in 1995 was increased by a pre-tax write-down of                   
certain refinery assets of $80.5 million in the fourth quarter                  
relating to the adoption of Statement of Financial Accounting                   
Standards No. 121 "Accounting for the Impairment of Long-Lived                  
Assets and for Long-Lived Assets to be Disposed Of".                            

There were no cash dividends declared in 1999, 1998, 1997, 1996 or              
1995.                                                                           

10-K/A
13th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 13th
ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF                             
FINANCIAL CONDITION AND RESULTS OF OPERATIONS           

CONSOLIDATED RESULTS OF OPERATIONS                                              

Consolidated sales and operating revenues increased 0.5% for the year           
ended December 31, 1999 compared to a decrease of 21.4% for the year            
ended December 31, 1998.  The 1999 increase was primarily attributable to       
a 21.9% increase in the average sales price per gallon of petroleum             
products and an increase in merchandise sales of $1.2 million or 3.4%.          
These increases were partially offset by a 17.8% decrease in volumes of         
refined petroleum products sold.  The 1999 decreases in sales volumes are       
primarily due to the Company's crude oil based processing agreement             
executed in the fourth quarter of 1998 with Statoil Marketing and Trading       
(US) Inc. (Statoil), discussed below (Processing Agreement).  The Company       
processes an average of 35,000 barrels per day (bpd) of crude oil               
supplied and owned by Statoil and returns to Statoil an average of 35,000       
bpd of refined petroleum products, which effectively decreased the              
Company's refined products available for sale.  Excluding the effects of        
the Processing Agreement, sales volumes for the year ended December 31,         
1999 increased 0.3% compared to the year ended December 31, 1998.               
Merchandise sales increased primarily due to the increases in the selling       
price of tobacco-related products, beer and wine.  The decrease in sales        
and operating revenues in 1998 was primarily due to a 25.2% decrease in         
the average unit selling price of petroleum products offset by a 2.5%           
increase in petroleum product sales volumes and an $8.7 million or 8.4%         
increase in merchandise sales.                                                  

Gasoline sales accounted for 57.7% of total 1999 revenues, while                
distillates and merchandise sales represented 26.5% and 9.8%,                   
respectively.  This compares to a dollar mix from sales of 56.2%                
gasoline, 27.0% distillates and 8.9% merchandise in 1998; and 55.4%             
gasoline, 28.9% distillates and 6.4% merchandise in 1997.                       

The following table depicts the sales values of the principal classes of        
products sold by the Company, which individually contributed more than          
ten percent of consolidated Sales and operating revenues during the last        
three years:                                                                    

                                                                [Download Table]


SALES OF PRINCIPAL PRODUCTS                              
MILLIONS OF DOLLARS             1999       1998     1997 
                               ------     ------   ------
                                                         
     Gasoline                  $732.6     $711.1   $892.2
     No. 2 Fuel & Diesel        295.4      315.9    419.4


Consolidated costs and operating expenses increased 0.8% in 1999 compared       
to a decrease of 19.5% in 1998.  The 1999 increase was due primarily to         
the increased cost of petroleum products offset by the 17.8% decrease in        
refining sales volumes, as previously discussed.  The Company utilizes          
the last-in, first-out (LIFO) method to value inventory resulting in a          
better matching of current revenues and costs.  The impact of using LIFO        
as compared with using the first-in first-out method to value inventory         
was to increase the Company's costs and operating expenses by                   
approximately $53.1 million in 1999 while decreasing costs and operating        
expenses by $24.8 million in 1998.  There was an increase in the 1999           
average consumed cost per barrel of crude oil and feedstocks of 25.9%           
compared to a decrease of 29.9% in 1998.  The increase in 1999 Costs and        
operating expenses was partially offset by a recovery of the lower of           
cost or market reserve established in 1998 due to an industry-wide              
decline in the market prices of crude oil and refined products of               
approximately $7.1 million .  The $7.1 million lower of cost or market          
reserve was recovered in the first quarter of 1999 due to increases in          
market values of refined product prices during the period.  The 1998            
decrease was primarily attributable to the decrease in the price of crude       
oil partially offset by a slight increase in sales volumes and the              
recording of the $7.1 million lower of cost or market reserve, previously       
discussed.  The average consumed cost per barrel includes only those            
costs directly associated with the purchase and processing of crude oil         
and feedstocks.  Accordingly, refinery operating expenses are not               
included in the average consumed cost per barrel of crude oil and               
feedstocks.                                                                     

Consolidated costs and operating expenses in 1999, 1998, and 1997 include       
$10.0 million, $2.6 million, and $.8 million, respectively, of litigation       
costs.  Additionally, 1999 and 1998 expenses include reductions of $2.1         
million and $2.9 million, respectively, related to favorable resolution         
of certain litigation and insurance claims.  Also included in the 1997          
expenses is $1.7 million relating to the closure or sale of several             
marketing terminal locations and certain other corporate strategic              
initiatives.                                                                    

The Company's results of operations were significantly affected by its          
use of the LIFO method to value inventory, which in a period of rising          
prices, decreased the Company's gross margin by $53.1 million in 1999,          
whereas the Company's gross margin increased $24.8 million in 1998 when         
prices were falling.  Increases in the cost of the Company's crude oil          
and purchased feedstocks reflect industry-wide increases in the prices of       
these products, which prevailed for most of the year.  West Texas               
Intermediate (WTI) crude oil prices increased from a low of $12.14 per          
barrel at the beginning of the year to $25.69 per barrel by the end of          
the year.  These crude oil price increases significantly impacted the           
LIFO inventory provision in 1999 as previously discussed.                       

10-K/A
14th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 14th
On October 15, 1998, the Company executed a Processing Agreement with           
Statoil whereby the Company processes a monthly average of 35,000 barrels       
per day of crude oil owned and supplied by Statoil at the Company's             
Pasadena, Texas refinery.  The Company receives a specified fee per             
barrel processed and returns to Statoil a specified mix of finished             
petroleum products.  This Processing Agreement is scheduled to expire on        
October 14, 2000.                                                               

The Company utilizes the last-in, first-out (LIFO) method to value its          
inventory.  The LIFO method attempts to achieve a better matching of            
costs to revenues by including the most recent costs of products in Costs       
and operating expenses.  The impact of the Company's use of the LIFO            
method was to decrease the Company's gross margin over what it would have       
been had the first-in, first-out (FIFO) method of inventory valuation           
been utilized in 1999 by $1.03 per barrel ($53.1 million) while                 
increasing the Company's gross margin by $.44 per barrel ($24.8 million)        
and $.51 per barrel ($27.3 million), respectively, in 1998 and 1997.  The       
LIFO impact for 1999 and 1998 is net of the $14.3 million and $0.5              
million decreases in gross margin attributable to lower inventory levels        
resulting from the liquidation of LIFO layers, which were carried at            
higher costs prevailing in prior years.  There was no LIFO layer                
liquidation in 1997.                                                            

Selling expenses increased 0.4% in 1999 and 11.9% in 1998.  The 1999            
increase is principally due to increases in labor and maintenance costs         
at the Company's retail sites.  Additionally, prior year selling expenses       
were reduced by environmental refunds received.  No such refunds were           
received in 1999.  The 1998 increase was primarily due to increases in          
store level operating expenses and marketing support costs attributable         
to the 2.1% increase in the number of retail operating units and                
increases in labor rates, advertising and maintenance costs.  These             
increases were partially offset by the environmental refunds previously         
mentioned.                                                                      

Administrative expenses decreased 6.1% in 1999 compared to 1998 and             
increased 9.0% in 1998 compared to 1997. The decrease in 1999 is due            
primarily to a decrease in labor costs as a result of the completion of         
the company-wide business process reengineering project which included a        
company-wide computer system upgrade which added year 2000 capability to        
the Company's computer systems.  The 1998 increase was primarily due to         
increases in expenses associated with the company-wide business process         
reengineering project previously mentioned.                                     

Depreciation and amortization increased 8.8% in 1999 compared to 1998 and       
7.6% in 1998 compared to 1997.  The 1999 increases were primarily               
attributable to the increases in the depreciable base of the Company's          
computer systems as a result of the company-wide information systems            
upgrade completed in 1999.  The 1998 increases were primarily                   
attributable to the amortization of refinery deferred turnaround expenses       
related to the turnarounds performed in the second and fourth quarters of       
1997 and in the first quarter of 1998.  Additionally, there were                
increases in amortization related to the systems development and                
associated company-wide information system upgrades in 1998.                    

Sales, abandonments and write-downs of property, plant and equipment            
increased $6.8 million in 1999. This increase is due primarily to the           
sale of certain non-strategic operating retail locations near Atlanta,          
Georgia.  Sales, abandonments and write-downs of property, plant and            
equipment for 1998 were comparable to 1997.                                     

Earnings Before Interest, Taxes, Depreciation, Amortization, Abandonments       
of Property, Plant and Equipment, and LIFO inventory adjustments                
(EBITDAAL), which measures the Company's cash flow from operations on a         
FIFO inventory basis increased dramatically from a cash flow deficit of         
$24.6 million in 1998 to a positive cash flow of $52.8 million in 1999.         
The increase principally reflects improved industry margins and the             
Company's demonstrated performance of realizing available industry              
margins.  The Company used this increase in EBITDAAL primarily to fund          
increased working capital requirements attributable to the rise in crude        
oil and refined product prices during 1999.  EBITDAAL decreased in 1998         
from a positive $47.5 million in 1997 primarily due to poor industry-wide       
margins that prevailed during the year.                                         

REFINING RESULTS OF OPERATIONS                                                  

Refining sales and operating revenues decreased from $831.1 million in          
1998 to $806.3 million in 1999.  The decrease in 1999 is due primarily to       
the decrease in sales volumes resulting from the Company's crude oil            
based processing agreement executed in the fourth quarter of 1998 offset        
by an increase in average selling price of refined products per barrel.         
If the crude oil processed under the Processing Agreement had been sold         
at the market price of the refined products returned to Statoil, refining       
sales and operating revenues for 1999 would have been approximately             
$225.0 million higher than those currently reported.                            

Refining gross margin before LIFO increased $77.6 million (88.6%) from          
$87.6 million in 1998 to $165.2 million in 1999.  The 1998 refining gross       
margin before LIFO decreased $68.8 million (44.0%) from $156.4 million in       
1997.  The Company's use of the LIFO method to value its inventories had        
a significant impact on its refining gross margin.  The effect of LIFO,         
in a period of rising prices, decreased the Company's refining gross            
margin by $53.1 million in 1999 and increased the Company's gross margin        
by $24.8 million in 1998 and $27.3 million in 1997 when prices were             
falling.  Additionally, the refining margins in 1999 and 1998 were              
positively impacted by the liquidation of LIFO layers previously                
discussed.                                                                      

10-K/A
15th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 15th
Total refinery yields of distillates decreased slightly to approximately        
42,800 barrels per day (bpd) (30.2%) in 1999 from 48,700 bpd (31.4%) in         
1998 from 52,800 bpd (33.2%) in 1997 while total production of finished         
gasoline decreased to approximately 81,200 bpd (57.4%) from 87,500 bpd          
(56.5%) in 1998 from 89,000 bpd (56.5%) in 1997.  Total refinery                
production was approximately 141,500 bpd in 1999, 155,000 bpd in 1998,          
and 159,000 bpd in 1997.  These decreases in refinery production volumes        
and yields are due primarily to the planned reduction in refinery               
production volumes as a result of poor industry-wide refining margins           
during the periods.  During these periods of low refining margins, the          
Company successfully optimized refining gross margin at reduced run             
levels. The 1999 Pasadena refining operations were also impacted                
significantly by weather related incidents in the second quarter.  High         
winds damaged the main cooling tower, resulting in substantially reduced        
throughputs in May and an electrical storm in June damaged the FCC unit,        
resulting in a two week shut down.                                              

Refining operating expenses decreased $1.8 million or 1.4% in 1999 and          
$2.2 million or 1.6% in 1998.  Refining operating expenses were favorably       
impacted by cost reduction initiatives at the refineries resulting in a         
reduction in 1999 expenses when compared to 1998 of approximately $9.2          
million.  These savings were primarily driven by reductions in refinery         
operating supplies, professional fees and maintenance costs.  The 1999          
refinery operating cost savings were partially offset by an increase in         
legal expenses, primarily relating to various matters associated with the       
locked-out collective bargaining unit employees at the Pasadena refinery.       
The decrease in 1998 was primarily the result of a decrease in terminal         
and wholesale operating expenses.                                               

EBITDAAL from refining operations decreased from a positive cash flow of        
$43.8 million in 1997 to a cash flow deficit of $24.2 million in 1998 and       
increased in 1999 to a positive cash flow of $54.8 million.  The trend in       
the Company's refining EBITDAAL mirrors the trend in the average                
industry-wide refining margins available during the three-year period.          
The average annual 30-day delayed industry-wide refining margin decreased       
approximately 30% from 1997 to 1998 and increased approximately 60% from        
1998 to 1999.                                                                   

RETAIL RESULTS OF OPERATIONS                                                    

Retail sales and operating revenues increased from $434.3 million in 1998       
to $465.3 million in 1999.  Retail sales and operating revenues decreased       
in 1998 from $511.5 million in 1997.  The 1999 increase is due primarily        
to increases in the retail prices of refined petroleum products, tobacco-       
related products and beer and wine while offset by a decrease in retail         
gasoline sales volumes due to increased competition and aggressive              
pricing strategies.  The decrease in 1998 is due primarily to decreases         
in the retail prices of refined petroleum products and sales volumes            
offset by an increase in merchandise sales.  Merchandise sales on a same        
store basis increased 6.8% in 1999 and 6.6% in 1998.  The merchandise           
sales increases are primarily due to the increases in the selling prices        
of tobacco-related products, beer and wine.                                     

The Company's retail gasoline gross margin decreased from $.106 per             
gallon in 1998 to $.092 per gallon in 1999.  The retail gasoline margin         
increased in 1998 by 9.2% from $.097 per gallon in 1997. The decrease in        
1999 was primarily the result of retail price increases lagging behind          
the rapid run-up of wholesale gasoline prices during the year.                  
Additionally, retail gasoline sales volumes in 1999 declined 4.6%               
compared to 1998.  This decrease in volume is principally the result of a       
less competitive, margin focused pricing strategy coupled with increased        
competition.  The 1998 increase in retail gasoline margins per gallon is        
primarily the result of declining wholesale prices throughout 1998 with         
prices at the pump declining at a slower rate.  Petroleum product sales         
volumes in 1998 were comparable to 1997.  The Company has not been able         
to attribute any specific decline in retail gasoline volumes to the             
orchestrated corporate campaign sponsored by the union.  See the last           
paragraph of the Liquidity and Capital Resources section for further            
discussion.  The Company's merchandise gross margin percentage increased        
slightly from 30.8% in 1998 to 31.7% in 1999.  The merchandise gross            
margin percentage in 1998 decreased from 31.1% in 1997.  Merchandise            
gross profit on a same store basis increased by 12.9% in 1999 and 4.4% in       
1998. The increases in merchandise gross margin are a result of selective       
merchandise margin increases as previously discussed.                           

Retail operating expenses increased 4.3% in 1999 and 11.8% in 1998.  The        
increase in retail operating expenses in 1999 was primarily due to              
increases in store salaries, wages and benefits and depreciation and            
amortization expenses offset by a decrease in promotional expenses.             
Additionally, retail operating expenses were positively impacted in 1998        
by environmental refunds that were not available to the Company in 1999.        
The 1998 increase was primarily due to increases in store level operating       
expenses and marketing support costs attributable to the 2.1% increase in       
the number of retail operating units and increases in labor rates,              
advertising and maintenance costs.  At December 31, 1999, the Company           
operated 249 retail gasoline facilities and 82 convenience stores               
compared to 267 retail gasoline facilities and 76 convenience stores at         
December 31, 1998 and 266 retail gasoline facilities and 70 convenience         
stores at December 31, 1997.                                                    

EBITDAAL from retail operations decreased from a $24.0 million in 1998 to       
a $16.8 million in 1999.  EBITDAAL in 1998 decreased from $25.1 million         
in 1997.                                                                        

10-K/A
16th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 16th
LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company's cash and cash equivalents declined $2.0 million during            
1999, as $17.8 million in cash flows used in investment activities and          
$11.4 million in net debt repayments offset $27.2 million in net cash           
provided by operating activities.  The operating cash flow amount               
included the January 1999 receipt of the $12 million in restricted cash         
recorded as of December 31, 1998.  This cash served as collateral for an        
outstanding letter of credit during the implementation period for the           
Company's new credit facility.                                                  

The Company generated net cash inflows from operating activities during         
1999 of $27.2 million, primarily as a result of a $40.9 million cash            
generation from changes in assets and liabilities, including the receipt        
of restricted cash noted earlier.  Rising raw material costs and product        
prices resulted in higher accounts receivable and pre-LIFO adjusted             
inventory balances, offset by a substantial increase in crude oil and           
refined products payables.  The December 31, 1999 LIFO reserve reduced          
the Company's inventory balance by $55.8 million.                               

Net cash outflows from investment activities during 1999 consisted              
principally of capital expenditures of $25.9 million (with $11.4 million        
related to refining operations, $10.1 million for retail operations and         
$4.3 million related to corporate and other strategic projects) and $5.8        
million for refinery deferred turnaround costs and $2.2 million in              
capitalized costs of software developed for the Company's own use.  These       
outflows from investment activities were partially offset by proceeds           
from the sale of 14 non-strategic retail properties in Georgia, the sale        
of a majority-owned security monitoring company and the reduction of            
other long-term assets.                                                         

The cash used in financing activities during 1999 consisted of $11.4            
million in net repayments of borrowings under the Secured Credit Facility       
and the repayment of long-term debt.                                            

The ratio of current assets to current liabilities was .93 to 1 and 1.12        
to 1, respectively, at December 31, 1999 and 1998.  If FIFO values had          
been used for all inventories, the ratio of current assets to current           
liabilities would have been 1.20 to 1 and 1.14 to 1 at December 31, 1999        
and 1998, respectively.                                                         

Like other petroleum refiners and marketers, the Company's operations are       
subject to extensive and rapidly changing federal and state environmental       
regulations governing air emissions, waste water discharges, and solid          
and hazardous waste management activities.  The Company's policy is to          
accrue environmental and clean-up related costs of a non-capital nature         
when it is both probable that a liability has been incurred and that the        
amount can be reasonably estimated.  While it is often extremely                
difficult to reasonably quantify future environmental related                   
expenditures, the Company anticipates that significant capital                  
investments will continue to be required over the next year to comply           
with existing regulations.  The Company believes that cash provided from        
its operating activities, together with other available sources of              
liquidity will be sufficient to fund these costs. The Company had               
recorded a liability of approximately $7.1 million as of December 31,           
1999 and 1998 to cover the estimated costs of compliance with                   
environmental regulations which are not anticipated to be of a capital          
nature.  The $7.1 million liability includes accruals for issues                
extending beyond the year 2000.                                                 

Environmental liabilities are subject to considerable uncertainties which       
affect the Company's ability to estimate the ultimate cost of its               
remediation efforts.  These uncertainties include the exact nature and          
extent of the contamination at each site, the extent of required clean-up       
efforts, varying costs of alternative remediation strategies, changes in        
environmental remediation requirements, the number and financial strength       
of other potentially responsible parties at multi-party sites and the           
identification of new environmental sites.  As a result, charges to             
income for environmental liabilities could have a material effect on            
results of operations in a particular quarter or year as assessments and        
remediation efforts proceed or as new claims arise.  However, management        
is not aware of any environmental matters which would be reasonably             
expected to have a material adverse effect on the Company.  See ITEM 3.         
LEGAL PROCEEDINGS on page 6 and Note I of the Notes to Consolidated             
Financial Statements on page 35 of this report.                                 

During 2000, the Company estimates environmental expenditures at the            
Pasadena and Tyler refineries, of at least $2.5 million and $0.5 million,       
respectively.  Of these amounts, it is anticipated that $0.8 million for        
Pasadena and $0.1 million for Tyler will be of a capital nature, while          
$1.7 million and $0.4 million, respectively, has been budgeted for non-         
capital remediation efforts.  At the Company's marketing facilities,            
environmental expenditures relating to previously accrued non-capital           
compliance efforts are planned for 2000 totaling approximately $3.1             
million.                                                                        

During 1998, the Company entered into an $80 million Loan and Security          
Agreement (Secured Credit Facility) to provide cash borrowings and              
letters of credit.  The Secured Credit Facility, which has a three-year         
term beginning December 10, 1998 and is secured by certain current assets       
of the Company, is to be used for general corporate and working capital         
requirements.  It includes limitations on additional indebtedness and           
cash dividends and requires compliance with financial covenants dealing         
with minimum levels of working capital and net worth.                           

10-K/A
17th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 17th
During March 1999, the Company amended the Secured Credit Facility to           
provide up to $125 million of availability for cash borrowings and              
letters of credit.  Up to $75 million of the Secured Credit Facility is         
subject to the availability of eligible collateral.  As of December 31,         
1999, such collateral, after reserves and the application of advance            
rates, was approximately $86.1 million.  The remaining $50 million of           
availability, which is provided by a related party to the Company, is not       
subject to the limitation of eligible collateral.                               

As of December 31, 1999, there were $31.7 million of available                  
commitments used for letters of credit and no cash borrowings outstanding       
pursuant to the Secured Credit Facility.  The unused commitments under          
the terms of the Secured Credit Facility were $93.3 million of which $50        
million was available for cash borrowings at year end.  The Company pays        
a fee for unused commitments under the Secured Credit Facility.                 

At the Company's option, the 10 7/8% Senior Notes (Notes) may be redeemed       
at 105.42% of the principal amount beginning February 1, 2000 and               
thereafter at an annually declining premium over the principal amount           
until February 1, 2003, when no premium is required.  The Notes were            
issued under an Indenture, as amended (Indenture), which includes certain       
restrictions and limitations affecting the payment of dividends,                
repurchase of capital stock and incurrence of additional debt.  As of           
December 31, 1999, the Indenture substantially restricted the Company's         
ability to borrow outside of the Secured Credit Facility.  The Notes have       
no sinking fund requirements.                                                   

The Purchase Money Liens outstanding as of December 31, 1999, represent         
loans to finance land,  buildings and equipment for several service             
station and convenience store locations.  These borrowings are repayable        
over 60 to 72 months at a fixed interest rate.  The Purchase Money Liens        
are secured by assets having a cost basis of $7.1 million and $14.4             
million at December 31, 1999 and 1998, respectively.  The scheduled             
repayment of one of the Purchase Money Lien obligations in January 1999         
resulted in the release of assets with a cost basis of approximately $6.5       
million from security.  The remaining principal balance is payable              
monthly through May 2004.                                                       

During the first quarter of 2000, the Company negotiated agreements with        
Rosemore whereby Rosemore will provide up to $66 million in performance         
guarantees relative to the Company's purchase of crude oil, feedstock and       
other petroleum products and up to $10 million in cash borrowing                
availability.  Rosemore will be compensated at competitive rates for its        
performance guarantees and cash borrowing availability.                         

The Company's management is involved in a continual process of evaluating       
growth opportunities in its core business as well as its capital resource       
alternatives.  Total capital expenditures and deferred turnaround costs         
in 2000 are projected to approximate $34 million.  The capital                  
expenditures relate primarily to planned enhancements at the Company's          
refineries, retail unit improvements and to company-wide environmental          
requirements. The Company believes, but there can be no assurance, that         
cash provided from its operating activities, together with other                
available sources of liquidity, including the Secured Credit Facility, or       
a successor agreement, will be sufficient over the next year to make            
required payments of principal and interest on its debt, permit                 
anticipated capital expenditures and fund the Company's working capital         
requirements.  The Secured Credit Facility expires on December 10, 2001         
but may be extended for additional one-year periods upon agreement              
between the Company and the agent of the facility.  Any major acquisition       
or other substantial expenditure would likely require a combination of          
additional debt and equity.                                                     

The Company places its temporary cash investments in high credit quality        
financial instruments, which comply with the requirements contained in          
the Company's financing agreements.  These securities mature within 90          
days and, therefore, bear minimal interest rate risk.  The Company has          
not experienced any losses on these investments.                                

The Company faces intense competition in all of the business areas in           
which it operates.  Many of the Company's competitors are substantially         
larger and, therefore, the Company's earnings can be affected by the            
marketing and pricing policies of its competitors, as well as changes in        
raw material costs.                                                             

Merchandise sales and operating revenues from the Company's convenience         
stores are seasonal in nature, generally producing higher sales and             
earnings in the summer months than at other times of the year.  Gasoline        
sales, both at the Crown multi-pump stations and convenience stores, are        
also somewhat seasonal in nature and, therefore, related revenues may           
vary during the year. This seasonality does not, however, negatively            
impact the Company's overall ability to sell its refined products.              

The Company maintains business interruption insurance to protect itself         
against losses resulting from shutdowns to refinery operations from fire,       
explosions and certain other insured casualties.  Business interruption         
coverage begins for such losses in excess of $2 million.                        

The Company has disclosed in ITEM 3. LEGAL PROCEEDINGS on page 6 and in         
Note I of the Notes to Consolidated Financial Statements on page 35 of          
this report, various contingencies which involve litigation and                 
environmental liabilities.  Depending on the occurrence, amount and timing      
of an unfavorable resolution of these contingencies, the outcome of which       
cannot reasonably be determined at this time, it is possible that the           
Company's future results of operations and cash flows could be materially       
affected in a particular quarter or year.  However, after consultation          
with counsel, in the opinion of management, the ultimate resolution of any      
of these contingencies is not expected to have a material adverse effect        
on the Company.  Additionally, as discussed in Item 3. Legal Proceedings        
on page 6 of this report, the Company's collective bargaining agreement at      
its Pasadena refinery expired on February 1, 1996.  Following a number of       
incidents apparently intended to disrupt normal operations and also as a        
result of its unsatisfactory status of the negotiations, on February 5,         
1996, the Company invoked a lock out of employees in the collective             
bargaining unit at the Pasadena facility. As previously disclosed, since        
that time, PACE, the union to which the collective bargaining unit              
belongs has waged an orchestrated corporate campaign including sponsoring       
a boycott of the Company's retail facilities and supporting various             
lawsuits against the Company.  (Also, see ITEM 3. LEGAL PROCEEDINGS).           
The Company has been operating the Pasadena refinery since the lock-out         
and intends to continue to do so during the negotiation period with the         
collective bargaining unit.  Although the impact of the corporate               
campaign on the Company is difficult to measure, management does not            
believe that the corporate campaign has had a material adverse impact on        
the Company's operations.  However, it is possible that the corporate           
campaign could have a material adverse impact on the Company's future           
results of operations.  The lock out and negotiations on a new contract         
continue.                                                                       

EFFECTS OF INFLATION AND CHANGING PRICES                                        

The Company's Consolidated Financial Statements were prepared using the         
historical cost method of accounting and, as a result, do not reflect           
changes in the purchasing power of the dollar.  In the capital intensive        
industry in which the Company operates, the replacement costs for its           
properties would generally far exceed their historical costs.  As a             
result, depreciation would be greater if it were based on current               
replacement costs.  However, since the replacement facilities would             
reflect technological improvements and changes in business strategies,          
such facilities would be expected to be more productive and versatile           
than existing facilities, thereby increasing profits and mitigating             
increased depreciation and operating costs.                                     

In recent years, crude oil and refined petroleum product prices have been       
volatile which has impacted working capital requirements.  If the prices        
increase in the future, the Company would expect a related increase in          
working capital needs.                                                          

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS                               

The Company's operating results have been, and will continue to be,             
affected by a wide variety of factors that could have an adverse effect         
on profitability during any particular period, many of which are beyond         
the Company's control.  Among these are the supply and demand for crude         
oil and refined products, which is largely driven by the condition of           
local and worldwide economies and politics, although seasonality and            
weather patterns also play a significant part.  Governmental regulations        
and policies, particularly in the areas of energy and the environment,          
also have a significant impact on the Company's activities.  Operating          
results can be affected by these industry factors, by competition in the        
particular geographic markets that the Company serves and by Company-           
specific factors, such as the success of particular marketing programs          
and refinery operations.                                                        

In addition, the Company's profitability depends largely on the                 
difference between market prices for refined petroleum products and crude       
oil prices.  This margin is continually changing and may fluctuate              
significantly from time to time.  Crude oil and refined products are            
commodities whose price levels are determined by market forces beyond the       
control of the Company.  Additionally, due to the seasonality of refined        
products and refinery maintenance schedules, results of operations for          
any particular quarter of a fiscal year are not necessarily indicative of       
results for the full year.  In general, prices for refined products are         
significantly influenced by the price of crude oil.  Although an increase       
or decrease in the price for crude oil generally results in a                   
corresponding increase or decrease in prices for refined products, often        
there is a time lag in the realization of the corresponding increase or         
decrease in prices for refined products.  The effect of changes in crude        
oil prices on operating results therefore depends in part on how quickly        
refined product prices adjust to reflect these changes.  A substantial or       
prolonged increase in crude oil prices without a corresponding increase         
in refined product prices, a substantial or prolonged decrease in refined       
product prices without a corresponding decrease in crude oil prices, or a       
substantial or prolonged decrease in demand for refined products could          
have a significant negative effect on the Company's earnings and cash           
flows.                                                                          

The profitability and liquidity of the Company is dependent on refining         
and selling quantities of refined products at margins sufficient to cover       
operating costs, including any future inflationary pressures.  The              
refining business is characterized by high fixed costs resulting from the       
significant capital outlays associated with refineries, terminals and           
related facilities.  Furthermore, future regulatory requirements or             
competitive pressures could result in additional capital expenditures,          
which may or may not produce desired results.  Such capital expenditures        
may require significant financial resources that may be contingent on the       
Company's continued access to capital markets and commercial bank               
financing on favorable terms including acceptable financial covenants.          

Purchases of crude oil supply are typically made pursuant to relatively         
short-term, renewable contracts with numerous foreign and domestic major        
and independent oil producers, generally containing market-responsive           
pricing provisions.  Futures, forwards and exchange-traded options are          
used to minimize the exposure of the Company's refining margins to crude        
oil and refined product fluctuations.  The Company also uses the futures        
market to help manage the price risk inherent in purchasing crude oil in        
advance of the delivery date, and in maintaining the inventories                
contained within its refinery and pipeline system.  Hedging strategies          
used to minimize this exposure include fixing a future margin between           
crude oil and certain finished products and also hedging fixed price            
purchase and sales commitments of crude oil and refined products.  While        
the Company's hedging activities are intended to reduce volatility while        
providing an acceptable profit margin on a portion of production, the use       
of such a program can effect the Company's ability to participate in an         

10-K/A
18th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 18th
improvement in related product profit margins. Although the Company's net       
sales and operating revenues fluctuate significantly with movements in          
industry crude oil prices, such prices do not have a direct relationship        
to net earnings, which are subject to the impact of the Company's LIFO          
method of accounting.  The effect of changes in crude oil prices on the         
Company's operating results is determined more by the rate at which the         
prices of refined products adjust to reflect such changes.                      

The following table estimates the sensitivity of the Company's income           
before taxes to price changes which impact its refining and retail              
margins based on a representative production rate for the Refineries (net       
of the Statoil contract which provides a fixed margin) and a                    
representative amount of total gasoline sold at the Company's retail            
units:                                                                          

                                                                [Download Table]


EARNINGS SENSITIVITY    CHANGE    ANNUAL IMPACT
--------------------    ------    -------------
                                               

Refining margin        $0.10/bbl   $3.9 million
Retail margin          $0.01/gal   $5.0 million

Based on December 31, 1999 crude oil and refined products market prices         
(market prices), the Company's outstanding derivative commodity                 
instruments held at December 31, 1999 are anticipated to result in a            
decrease in future earnings of approximately $4.2 million.  If market           
prices were to increase by 10%, the anticipated decrease in future              
earnings would approximate $1.6 million.  Similarly, if market prices           
were to decrease by 10%, the anticipated decrease in futures earnings           
would approximate $6.7 million.                                                 

Cash borrowings under the Secured Credit Facility bear interest based on        
the prime rate or LIBOR based rates.  As such, changes in these floating        
interest rates could significantly impact the level of earnings in future       
periods.                                                                        

The Company conducts environmental assessments and remediation efforts at       
multiple locations, including operating facilities and previously owned         
or operated facilities.  The Company accrues environmental and clean-up         
related costs of a non-capital nature when it is both probable that a           
liability has been incurred and the amount can be reasonably estimated.         
Accruals for losses from environmental remediation obligations generally        
are recognized no later than completion of the remedial feasibility             
study.  Estimated costs, which are based upon experience and assessments,       
are recorded at undiscounted amounts without considering the impact of          
inflation, and are adjusted periodically as additional or new information       
is available.  Expenditures for equipment necessary for environmental           
issues relating to ongoing operations are capitalized.                          

The Company's crude oil, refined products and convenience store                 
merchandise and gasoline inventories are valued at the lower of cost            
(based on the last-in, first-out or LIFO method of accounting) or market,       
with the exception of crude oil inventory held for resale which is valued       
at the lower of cost (based on the first-in first-out or FIFO method of         
accounting) or market.  Under the LIFO method, the effects of price             
increases and decreases in crude oil and other feedstocks are charged           
directly to the cost of refined products sold in the period that such           
price changes occur.  In periods of rising prices, the LIFO method may          
cause reported operating income to be lower than would otherwise result         
from the use of the FIFO method.  Conversely, in periods of falling             
prices the LIFO method may cause reported operating income to be higher         
than would otherwise result from the use of the FIFO method.                    

During 1999, the Company engaged Credit Suisse First Boston (CSFB) to act       
as financial advisor.  CSFB is providing the Company with financial             
advice and assistance in evaluating strategic alternatives to maximize          
the Company's assets in both the refining and retail businesses.  The           
primary objective is to assure that Crown pursues those opportunities           
which best enhance shareholder value.  CSFB is actively engaged in the          
project and meets regularly with the Company's Board of Directors.  On          
March 6, 2000, the Company received a letter from Rosemore, Inc.                
(Rosemore), a Maryland corporation that owns approximately 49% of the           
Company's outstanding Class A common stock and 11% of the Class B common        
stock, proposing that Rosemore would acquire all of the outstanding             
common stock not owned by Rosemore for $8.35 per share, payable in cash.        
Rosemore is controlled by the family of Henry A. Rosenberg, Jr., the            
Company's Chairman, President and Chief Executive Officer. The Board of         
the Company established a committee of the its independent directors (the       
Independent Committee) to review all strategic alternatives.  During the        
Independent Committee's consideration of Rosemore's offer, the Company          
received an offer from Apex Oil Company, Inc., (Apex Oil) on March 9,           
2000 to acquire all of the outstanding common stock of the Company not          
owned by Apex Oil for $9.20 per share, payable in cash, subject to the          
satisfactory completion of certain terms and conditions.  Apex Oil owns         
approximately 15% of the Company's outstanding Class A common stock and         
approximately 4% of Class B common stock.  The Independent Committee,           
with the assistance of CSFB and outside counsel, is considering all             
offers received in the course of its review of strategic alternatives to        
enhance shareholder value.  Both offers are currently scheduled to expire       
on April 17, 2000 unless either an offer is otherwise accepted or               
rejected prior to that date.                                                    

10-K/A
19th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 19th
IMPACT OF YEAR 2000                                                             

In prior years, the Company discussed the nature and progress of its            
plans to become Year 2000 ready.  In late 1999, the Company completed its       
remediation and testing of systems.  As a result of those planning and          
implementation efforts, the Company experienced no significant                  
disruptions in mission critical information technology and non-                 
information technology systems and believes those systems successfully          
responded to the Year 2000 date change.  The Company expended $1.3              
million to upgrade or replace its systems for year 2000 compliance.  This       
amount does not include costs to replace or upgrade systems that were           
previously planned and not accelerated due to the year 2000 issue.  The         
Company is not aware of any material problems resulting from Year 2000          
issues, either with its products, its internal systems, or the products         
and services of third parties.  The Company will continue to monitor its        
mission critical computer applications and those of its suppliers and           
vendors throughout the year 2000 to ensure that any latent Year 2000            
matters that may arise are addressed promptly.                                  

ITEM 7A.   QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK           

The Company's market risk disclosures relating to outstanding derivative        
commodity instruments are discussed in Item 7 Management's Discussion and       
Analysis of Financial Condition and Results of Operations on pages 11           
through 18 of this report.                                                      

[This space intentionally left blank]                                           

10-K/A
20th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 20th
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

   CONSOLIDATED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
  (thousands of dollars)

                                                                [Download Table]

                                             December 31       
                                        1999             1998  
                                      --------        ---------
                                                               
ASSETS                                                         

CURRENT ASSETS                                                 
  Cash and cash equivalents           $ 12,447        $ 14,470 
  Restricted cash                            -          12,000 
  Accounts receivable, less allowance                          
    for doubtful accounts                                      
    (1999--$552, 1998--$739)           104,332          60,227 
  Recoverable income taxes                   -             616 
  Inventories, net of LIFO reserves                            
    (1999 -- $55,813, 1998 -- $2,699)   69,195          80,104 
  Other current assets                   1,428           1,411 
                                      --------        -------- 
    TOTAL CURRENT ASSETS               187,402         168,828 

INVESTMENTS AND DEFERRED CHARGES        21,666          28,634 

PROPERTY, PLANT AND EQUIPMENT                                  
  Land                                  46,650          48,651 
  Petroleum refineries                 389,331         379,292 
  Marketing facilities                 214,418         213,634 
  Furniture and other equipment         40,024          42,687 
                                      --------        -------- 
                                       690,423         684,263 

    Less allowance for depreciation    376,383         363,716 
                                      --------        -------- 
         NET PROPERTY, PLANT AND                               
            EQUIPMENT                  314,040         320,548 
                                      --------        -------- 

                                      $523,108        $518,010 
                                      ========        ======== 

[FN]                                                                            

See notes to consolidated financial statements                                  
</FN>                                                                           

10-K/A
21st “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 21st
   CONSOLIDATED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
  (thousands of dollars)

                                                                [Download Table]

                                                     December 31       
                                                 1999           1998   
                                               --------       ---------
                                                                       

LIABILITIES AND STOCKHOLDERS' EQUITY                                   
------------------------------------                                   

CURRENT LIABILITIES                                                    
   Accounts payable:                                                   
      Crude oil and refined products            $118,489      $ 48,466 
      Other                                       22,307        36,750 
   Accrued liabilities                            60,685        53,730 
   Income tax payable                                413             - 
   Borrowings Under Secured Credit Facility            -        10,000 
   Current portion of long-term debt                 631         1,307 
   TOTAL CURRENT LIABILITIES                     202,525       150,253 

LONG-TERM DEBT                                   129,180       129,899 

DEFERRED INCOME TAXES                              7,384        23,948 

OTHER DEFERRED LIABILITIES                        34,718        35,137 

COMMON STOCKHOLDERS' EQUITY                                            
   Class A Common Stock--par value $5 per share:                       
   Authorized-15,000,000 shares;                                       
   issued and outstanding shares--                                     
   4,817,394 in 1999and in 1998                   24,087        24,087 

   Class B Common Stock--par value $5 per share:                       
   Authorized-15,000,000 shares;                                       
   issued and outstanding shares--                                     
   5,253,862 in 1999 and 5,236,217 in 1998        26,269        26,181 
   Additional paid-in capital                     91,154        91,466 
   Unearned restricted stock                      (1,049)       (1,500)
   Retained Earnings                               8,840        38,539 
                                                --------      -------- 
   TOTAL COMMON STOCKHOLDERS' EQUITY             149,301       178,773 

                                                --------      -------- 
                                                $523,108      $518,010 
                                                ========      ======== 


[FN]                                                                            

See notes to consolidated financial statements                                  
</FN>                                                                           

10-K/A
22nd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 22nd
     CONSOLIDATED STATEMENTS OF OPERATIONS
    Crown Central Petroleum Corporation and Subsidiaries
    (thousands of dollars, except per share amounts)

                                                                [Download Table]


                                              Year Ended December 31           
                                        1999            1998           1997    
                                     ----------      ----------     ---------- 
                                                                               
REVENUES                                                                       
   Sales and operating revenues      $1,270,181      $1,264,317     $1,609,083 

OPERATING COSTS AND EXPENSES                                                   
   Costs and operating expenses       1,164,299       1,155,194      1,435,707 
   Selling expenses                      87,431          87,121         77,864 
   Administrative expenses               21,058          22,427         20,578 
   Depreciation and amortization         36,995          34,017         31,623 
   Sales, abandonments and write-down                                          
    of property, plant and equipment     (7,181)           (408)           402 
                                     ----------      ----------     ---------- 
                                      1,302,602       1,298,351      1,566,174 
                                     ----------      ----------     ---------- 
OPERATING (LOSS) INCOME                 (32,421)        (34,034)        42,909 
   Interest and other income              2,735           3,029          2,617 
   Interest expense                     (15,015)        (14,740)       (14,168)
                                     ----------      ----------     ---------- 

(LOSS) INCOME BEFORE INCOME TAXES       (44,701)        (45,745)        31,358 

INCOME TAX (BENEFIT) EXPENSE            (14,675)        (16,365)        12,123 
                                     ----------      ----------     ---------- 

NET (LOSS) INCOME                    $  (30,026)     $  (29,380)    $   19,235 
                                     ==========      ==========     ========== 

EARNINGS PER COMMON SHARE:                                                     
   Net (Loss) Income                 $    (3.04)     $    (2.99)    $     1.97 
                                     ==========      ==========     ========== 

EARNINGS PER COMMON SHARE -                                                    
   ASSUMING DILUTION:                                                          
      Net (Loss) Income              $    (3.04)     $    (2.99)    $     1.94 
                                     ==========      ==========     ========== 


[FN]                                                                            

See notes to consolidated financial statements                                  
</FN>                                                                           

10-K/A
23rd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 23rd
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY               
Crown Central Petroleum Corporation and Subsidiaries                
(thousands of dollars, except per share amounts)                  

                                                                [Download Table]


                                                  Class A    Class B            
                                                  Common     Common             
Additional                                                                      
                                       Total       Stock      Stock      Paid-In
                                       Shares      Amount     Amount     Capital
                                      ---------   --------   --------   --------
-                                                                               
                                                                                
BALANCE AT DECEMBER 31, 1996          9,983,180   $ 24,087   $ 25,829   $       
91,817                                                                          
Comprehensive income:                                                           
Net income for 1997                                                             
Adjustment to minimum                                                           
     Pension liability, net of                                                  
     Deferred income tax                                                        
     benefit of $69                                                             

Comprehensive income                                                            

Stock registered to                                                             
     Participants of stock                                                      
     Incentive plans                     92,700                   464           
736                                                                             
Cancellation of non-vested stock                                                
     Registered to participants of                                              
     stock incentive plans              (81,700)                 (409)          
(571)                                                                           
Stock option exercises                   63,988                   320           
557                                                                             
Market value adjustments to                                                     
     Unearned Restricted Stock                                                  
2,120                                                                           
Other                                                                           
(4)                                                                             
                                    -----------    -------    -------     ------
-                                                                               
BALANCE AT DECEMBER 31, 1997         10,058,168     24,087     26,204           
94,655                                                                          
Comprehensive income:                                                           
Net (loss) for 1998                                                             
Adjustment to minimum                                                           
     Pension liability, net of                                                  
     Deferred income tax                                                        
     benefit of $117                                                            

Comprehensive income                                                            

Stock registered to                                                             
     Participants of stock                                                      
     Incentive plans                     85,415                   427           
645                                                                             
Cancellation of non-vested stock                                                
     Registered to participants of                                              
     stock incentive plans             (114,140)                 (571)          
(1,649)                                                                         
Stock option exercises                   41,814                   209           
387                                                                             
Market value adjustments to                                                     
     Unearned Restricted Stock                                                  
(2,530)                                                                         
Other                                   (17,646)                  (88)          
(42)                                                                            
                                    -----------    -------    -------     ------
-                                                                               
BALANCE AT DECEMBER 31, 1998         10,053,611     24,087     26,181           
91,466                                                                          
Comprehensive income:                                                           
Net (loss) for 1999                                                             
Adjustment to minimum                                                           
     Pension liability, net of                                                  
     Deferred income tax                                                        
     benefit of $175                                                            

Comprehensive income                                                            

Stock registered to                                                             
     Participants of stock                                                      
     Incentive plans                     40,200                   201           
111                                                                             
Stock released to participants of                                               
     stock incentive plans                                                      
227                                                                             
Cancellation of non-vested stock                                                
     Registered to participants of                                              
     stock incentive plans              (22,555)                 (113)          
(56)                                                                            
Market value adjustments to                                                     
     Unearned Restricted Stock                                                  
(594)                                                                           
                                    -----------    -------    -------     ------
-                                                                               
BALANCE AT DECEMBER 31, 1999         10,071,256    $24,087    $26,269           
$91,154                                                                         
                                    ===========    =======    =======           
=======                                                                         

[FN]                                                                            

See notes to consolidated financial statements                                  
</FN>                                                                           

10-K/A
24th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 24th
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY - CONTINUED   
Crown Central Petroleum Corporation and Subsidiaries        
(thousands of dollars, except per share amounts)        

                                                                [Download Table]


                                                             Accumulated        
                                       Unearned                Other            
                                      Restricted  Retained  Comprehensive       
                                       Stock      Earnings     Income           
Total                                                                           
                                      ---------   --------   -----------   -----
----                                                                            
                                                                                
BALANCE AT DECEMBER 31, 1996          $  (2,951)  $ 48,582   $       11    $    
187,375                                                                         
Comprehensive income:                                                           
Net income for 1997                                 19,235                      
19,235                                                                          
Adjustment to minimum                                                           
     Pension liability, net of                                                  
     Deferred income tax                                                        
     benefit of $69                                                (128)        
(128)                                                                           
                                                                            ----
----                                                                            
Comprehensive income                                                            
(19,107)                                                                        
                                                                            ----
----                                                                            
Stock registered to                                                             
     Participants of stock                                                      
     Incentive plans                     (1,200)                                
Cancellation of non-vested stock                                                
     Registered to participants of                                              
     stock incentive plans                  980                                 
Stock option exercises                                                          
877                                                                             
Market value adjustments to                                                     
     Unearned Restricted Stock           (2,120)                                
Other                                                                           
(4)                                                                             
                                      ---------    -------      -------      ---
----                                                                            
BALANCE AT DECEMBER 31, 1997             (5,291)    67,817         (117)        
207,355                                                                         
Comprehensive income:                                                           
Net (loss) for 1998                                (29,380)                     
(29,380)                                                                        
Adjustment to minimum                                                           
     Pension liability, net of                                                  
     Deferred income tax                                                        
     benefit of $117                                                219         
219                                                                             
                                                                            ----
----                                                                            
Comprehensive income                                                            
(29,161)                                                                        
                                                                            ----
----                                                                            
Stock registered to                                                             
     Participants of stock                                                      
     Incentive plans                     (1,072)                                
Cancellation of non-vested stock                                                
     Registered to participants of                                              
     stock incentive plans                2,220                                 
Stock option exercises                                                          
596                                                                             
Market value adjustments to                                                     
     Unearned Restricted Stock            2,530                                 
Other                                       113                                 
(17)                                                                            
                                      ---------    -------      -------     ----
----                                                                            
BALANCE AT DECEMBER 31, 1998             (1,500)    38,437          102         
178,773                                                                         
Comprehensive income:                                                           
Net (loss) for 1999                                (30,026)                     
(30,026)                                                                        
Adjustment to minimum                                                           
     Pension liability, net of                                                  
     Deferred income tax                                                        
     benefit of $175                                                327         
327                                                                             
                                                                            ----
----                                                                            
Comprehensive income                                                            
(29,699)                                                                        
                                                                            ----
----                                                                            
Stock registered to                                                             
     Participants of stock                                                      
     Incentive plans                       (312)                                
Stock released to participants of                                               
     stock incentive plans                                                      
227                                                                             
Cancellation of non-vested stock                                                
     Registered to participants of                                              
     stock incentive plans                  169                                 
Market value adjustments to                                                     
     Unearned Restricted Stock              594                                 
                                      ---------    -------      -------     ----
----                                                                            
BALANCE AT DECEMBER 31, 1999          $  (1,049)   $ 8,411      $   429         
$149,301                                                                        
                                      =========    =======      =======         
========                                                                        

[FN]                                                                            

See notes to consolidated financial statements                                  
</FN>                                                                           

10-K/A
25th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 25th
 CONSOLIDATED STATEMENTS OF CASH FLOWS
Crown Central Petroleum Corporation and Subsidiaries
(thousands of dollars)    

                                                                [Download Table]


                                                           Year Ended December
31                                                                            
                                                   1999            1998       
1997                                                                          
                                                ----------      ---------     
--------                                                                      
                                                                              
                                                                              

CASH FLOWS FROM OPERATING ACTIVITIES                                          
Net (loss) income                               $ (30,026)      $ (29,380)    
$ 19,235                                                                      
Reconciling items from net (loss)                                             
  income to net                                                               
    Cash provided by operating activities:                                    
    Depreciation and amortization                  36,995          34,017     
31,623                                                                        
     (Gain) loss on sales of property, plant                                  
          and equipment                            (7,180)           (408)    
402                                                                           
     Gain on sale of equity investment             (1,224)              -     
-                                                                             
     Equity loss in unconsolidated subsidiaries       839           1,042     
500                                                                           
     Deferred income taxes                        (15,425)        (16,874)    
10,310                                                                        
     Other deferred items                           2,315           2,219     
(1,446)                                                                       
Changes in assets and liabilities                                             
     Accounts receivable                          (44,105)         42,302     
10,918                                                                        
     Inventories                                   10,910          29,175     
(43,275)                                                                      
     Other current assets                             (18)            686     
11,110                                                                        
     Crude oil and refined products payable        70,023         (55,925)    
(8,141)                                                                       
     Other accounts payable                       (14,443)          9,420     
4,905                                                                         
     Accrued liabilities and other deferred                                   
       liabilities                                  6,657           3,447     
2,443                                                                         
     Income tax payable                               413               -     
-                                                                             
     Recoverable and deferred income taxes           (522)            170     
4,010                                                                         
     Restricted cash                               12,000         (12,000)    
-                                                                             
     Deferred financing costs                           -          (6,430)    
-                                                                             
                                                 --------        --------     
--------                                                                      
          NET CASH PROVIDED BY OPERATING                                      
             ACTIVITIES                            27,209           1,461     
42,594                                                                        
                                                 --------        --------     
--------                                                                      

CASH FLOWS FROM INVESTMENT ACTIVITIES                                         
     Capital expenditures                         (25,922)        (36,161)    
(31,924)                                                                      
     Proceeds from sales of property,                                         
       plant and equipment                         13,002             786     
7,337                                                                         
     Proceeds from sale of equity investment        1,224               -     
-                                                                             
     Investment in affiliates                           -             959     
136                                                                           
   Capitalization of software costs                (2,233)         (3,898)    
(3,946)                                                                       
     Deferred turnaround maintenance               (5,837)         (3,461)    
(14,054)                                                                      
     Net proceeds from long-term notes receivable     436             461     
376                                                                           
     Other credits (charges) to deferred assets     1,523          (2,030)    
466                                                                           
                                                 --------        --------     
--------                                                                      
          NET CASH (USED IN) INVESTMENT                                       
             ACTIVITIES                           (17,807)        (43,344)    
(41,609)                                                                      
                                                 --------        --------     
--------                                                                      

CASH FLOWS FROM FINANCING ACTIVITIES                                          
     Proceeds from debt and credit agreement                                  
       borrowings                                 588,181          79,770     
27,776                                                                        
     Repayments of debt and credit agreement                                  
       borrowings                                (599,606)        (67,600)    
(27,378)                                                                      
     Issuances of common stock                          -             597     
877                                                                           
     NET CASH PROVIDED BY (USED IN) FINANCING    --------        --------     
--------                                                                      
       ACTIVITIES                                 (11,425)         12,767     
1,275                                                                         
                                                 --------        --------     
--------                                                                      

NET (DECREASE) INCREASE IN CASH AND CASH                                      
   EQUIVALENTS                                     (2,023)        (29,116)    
2,260                                                                         
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR     14,470          43,586     
41,326                                                                        
                                                 --------        --------     
--------                                                                      

CASH AND CASH EQUIVALENTS AT END OF YEAR         $ 12,447        $ 14,470     
$ 43,586                                                                      
                                                 ========        ========     
========                                                                      

SUPPLEMENTAL DISCLOSURES OF CASH FLOW                                         
  INFORMATION                                                                 
     Cash paid during the year for:                                           
          Interest (net of amount capitalized)   $ 16,086        $ 21,442     
$ 13,232                                                                      
          Income taxes                              1,671           1,328     
2,746                                                                         


[FN]                                                                            

See notes to consolidated financial statements                                  
</FN>                                                                           

10-K/A
26th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 26th
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
Crown Central Petroleum Corporation and Subsidiaries                            

NOTE A--DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES              

DESCRIPTION OF BUSINESS: Crown Central Petroleum Corporation and                
subsidiaries (the Company) operates primarily in two business segments          
as an independent refiner and marketer of petroleum products,                   
including petrochemical feedstocks.  The Company operates two                   
refineries, one located near Houston, Texas with a rated capacity of            
100,000 barrels per day of crude oil and another in Tyler, Texas with           
a rated capacity of 52,000 barrels per day of crude oil.  Its                   
principal business is the wholesale and retail sale of its products             
through 13 product terminals located on three major product pipelines           
along the Gulf Coast and the Eastern Seaboard and in the Central                
United States and through a network of 331 gasoline stations,                   
convenience stores and mini-marts located in the Mid-Atlantic and               
Southeastern United States.                                                     

Employment at the Company's Pasadena and Tyler refineries represent             
11% and 7%, respectively, of the Company's total employment at                  
December 31, 1999.  Additionally, 60% of the Pasadena refinery                  
employees and 72% of the Tyler refinery employees are subject to                
collective bargaining agreements. The Company's collective bargaining           
agreement with the Paper, Allied-Industrial, Chemical and Energy                
Workers International Union (PACE), formerly the Oil Chemical & Atomic          
Workers Union, covering employees at the Pasadena refinery expired on           
February 1, 1996.  The Pasadena refinery employees subject to the PACE          
agreement were locked out by the Company on February 5, 1996.  The              
Company has been operating the Pasadena refinery without interruption           
since the lock out and intends to continue full operations in this              
manner until an agreement is reached with the collective bargaining             
unit.  Negotiations for a new agreement are ongoing.                            

The Company has a contract to process 35,000 barrels per day of crude           
oil into refined product for one customer at its Pasadena refinery.             
The customer retains ownership of the crude oil and the refined                 
products.  The Company receives a fixed  processing fee per barrel.             
This current contract runs through October 14, 2000.                            

Locot Corporation, a wholly-owned subsidiary of the Company, is the             
parent company of La Gloria Oil and Gas Company (La Gloria) which owns          
and operates the Tyler refinery, product terminals located along the            
Texas Eastern Products Pipeline system and through a subsidiary, a              
pipeline gathering system in Texas.                                             

F Z Corporation, a wholly owned subsidiary of the Company, is the               
parent company of Fast Fare, Inc., which operates two convenience               
store chains in six states, retailing both merchandise and gasoline.            

The following summarizes the significant accounting policies and                
practices followed by the Company:                                              

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements              
include the accounts of Crown Central Petroleum Corporation and all             
majority-owned subsidiaries.  All significant inter-company accounts            
and transactions have been eliminated.                                          

USE OF ESTIMATES: The preparation of financial statements in                    
conformity with generally accepted accounting principles requires               
management to make estimates and assumptions that affect the amounts            
reported in the financial statements and accompanying notes.  Actual            
results could differ from those estimates.                                      

CASH AND CASH EQUIVALENTS: Cash in excess of daily requirements is              
invested in marketable securities with maturities of three months or            
less.  Such investments are deemed to be cash equivalents for purposes          
of the Statements of Cash Flows.  Cash with restrictions on usage are           
not deemed to be cash equivalents for purposes of the Balance Sheets            
and the Statements of Cash Flows. Temporary cash overdrafts are                 
included in accounts payable.                                                   

ACCOUNTS RECEIVABLE: The majority of the Company's accounts receivable          
relate to sales of petroleum products to third parties operating in             
the petroleum industry.                                                         

INVENTORIES:  The Company's crude oil, refined products, and                    
convenience store merchandise and gasoline inventories are valued at            
the lower of cost (last-in, first-out) or market with the exception of          
crude oil inventory held for resale which is valued at the lower of             
cost (first-in, first-out) or market.  Materials and supplies                   
inventories are valued at cost.  Incomplete exchanges of crude oil and          
refined products due the Company or owing to other companies are                
reflected in the inventory accounts.                                            

10-K/A
27th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 27th
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is                 
carried at cost.  Depreciation and amortization of plant and equipment          
are primarily provided using the straight-line method over estimated            
useful lives.  Construction in progress is recorded in property, plant          
and equipment.                                                                  

Expenditures which materially increase values, change capacities or             
extend useful lives are capitalized in property, plant and equipment.           
Routine maintenance, repairs and replacement costs are charged against          
current operations. At intervals of two or more years, the Company              
conducts a complete shutdown and inspection of significant units                
(turnaround) at its refineries to perform necessary repairs and                 
replacements.  Costs associated with these turnarounds are deferred             
and amortized over the period until the next planned turnaround.                

Upon sale or retirement, the costs and related accumulated                      
depreciation or amortization are eliminated from the respective                 
accounts and any resulting gain or loss is included in operating                
results.                                                                        

Depreciation of property, plant and equipment was approximately                 
$26,386,000, $24,288,000 and $24,307,000 in the years ended December            
31, 1999, 1998 and 1997, respectively.                                          

SOFTWARE CAPITALIZATION: Costs of developing and implementing software          
designed for the Company's own use are capitalized in Property, Plant           
and Equipment as incurred.  Amortization is provided using the                  
straight-line method over the estimated remaining useful lives of the           
related software.                                                               

ENVIRONMENTAL COSTS: The Company conducts environmental assessments             
and remediation efforts at multiple locations, including operating              
facilities, and previously owned or operated facilities.  Estimated             
closure and post-closure costs for active, refinery and finished                
product terminal facilities are not recognized until a decision for             
closure is made.  Estimated closure and post-closure costs for active           
and operated retail marketing facilities and costs of environmental             
matters related to ongoing refinery, terminal and retail marketing              
operations are recognized as follows.  Expenditures for equipment               
necessary for environmental issues relating to ongoing operations are           
capitalized.  The Company accrues environmental and clean-up related            
costs of a non-capital nature when it is both probable that a                   
liability has been incurred and that the amount can be reasonably               
estimated.  Accruals for losses from environmental remediation                  
obligations generally are recognized no later than completion of the            
remediation feasibility study.  Estimated costs, which are based upon           
experience and assessments, are recorded at undiscounted amounts                
without considering the impact of inflation, and are adjusted                   
periodically as additional or new information is available.                     

SALES AND OPERATING REVENUES: Resales of crude oil are recorded net of          
the related crude oil cost (first-in, first-out) in sales and                   
operating revenues.  Revenues are recognized net of excise and other            
taxes when products are sold, delivered and collectibility is                   
reasonably assured.                                                             

INTEREST CAPITALIZATION: Interest costs incurred during the                     
construction and preoperating stages of significant construction or             
development projects is capitalized and subsequently amortized by               
charges to earnings over the useful lives of the related assets.                

AMORTIZATION OF GOODWILL: The excess purchase price over the estimated          
fair value of assets of businesses acquired is being amortized on a             
straight-line basis over 20 years.                                              

DERIVATIVE FINANCIAL INSTRUMENTS: The Company uses futures, forwards,           
and exchange traded options to manage the price risk inherent in                
purchasing crude oil in advance of the delivery date, and in                    
maintaining the value of inventories contained within its refinery and          
pipeline system.  Hedging strategies used to minimize this exposure             
include fixing a future margin between crude oil and certain finished           
products and also hedging fixed price purchase and sales commitments            
of crude oil and refined products.  These instruments generally allow           
for settlement at the end of their term in either cash or product.              

Net realized gains and losses from these hedging strategies are                 
recognized in costs and operating expenses when the associated refined          
products are sold.  Unrealized gains and losses are deferred in other           
current assets and liabilities to the extent that the associated                
refined products have not been sold.  While the Company's hedging               
activities are intended to reduce volatility and provide an acceptable          
profit margin on a portion of production, the use of such a program             
can effect the Company's ability to participate in an improvement in            
related refined product profit margins.                                         

CREDIT RISK - Because the Company has a large and diverse customer              
base with no single customer accounting for a significant percentage            
of accounts receivable, there was no material concentration of credit           
risk in these accounts at December 31, 1999.  The Company evaluates             
the credit worthiness of counterparties to futures, forwards and                
exchange traded options and considers non-performance credit risk to            
be remote.  The amount of exposure with such counterparties is                  
generally limited to unrealized gains on outstanding contracts.                 

STOCK BASED COMPENSATION - The Company has adopted the disclosure               
provisions prescribed by SFAS 123 which permit companies to continue            
to value their stock-based compensation using the intrinsic value               
method prescribed by Accounting Principles Board Opinion No. 25 while           
providing pro-forma disclosures of net income and earnings per share            
calculated using the fair value based method.                                   

10-K/A
28th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 28th
RECLASSIFICATIONS - To conform to the 1999 presentation, the                    
Consolidated Statements of Operations for the year ended December 31,           
1997 has been restated.  Service station rental income and certain              
other retail marketing recoveries, which had previously been reported           
as a reduction of Selling and administrative expenses, have been                
reclassified and are now reported as components of Sales and operating          
revenues, and Costs and operating expenses, respectively.                       
Additionally, beginning with the three months ended March 31, 1998,             
the Company began reporting Selling expenses and Administrative                 
expenses as separate amounts in the Consolidated Condensed Statements           
of Operations.  Selling and administrative expenses as originally               
reported in the Company's Form 10-K for the year ending December 31,            
1997 has been restated to reflect this change.  These                           
reclassifications had no effect on the net income or net income per             
share amounts as originally reported.                                           

To conform to the 1999 presentation, certain Consolidated Balance               
Sheet amounts at December 31, 1998 have been reclassified.                      

RECENTLY ISSUED PRONOUNCEMENTS - In June 1998, The FASB issued                  
Statement of Financial Accounting Standards No. 133, "Accounting for            
Derivative Instruments and Hedging Activities" (SFAS No. 133), which            
requires that all derivatives be recognized as either assets or                 
liabilities in the statement of financial position and that those               
instruments be measured at fair value.  SFAS No. 133 also prescribes            
the accounting treatment for changes in the fair value of derivatives           
which depends on the intended use of the derivative and the resulting           
designation.  Designations include hedges of the exposure to changes            
in the fair value of a recognized asset or liability, hedges of the             
exposure to variable cash flows of a forecasted transaction, hedges of          
the exposure to foreign currency translations, and derivatives not              
designated as hedging instruments.  In June 1999, the FASB deferred             
the effective date of SFAS No. 133 for one year until fiscal years              
beginning after June 15, 2000.  The Company expects to adopt SFAS No.           
133 in the first quarter of the year 2001.  We are assessing the                
impact SFAS No. 133 will have on our Consolidated Financial                     
Statements.                                                                     

NOTE B--INVENTORIES                                                             

Inventories consist of the following:                                           

                                                                [Download Table]


                                                December 31       
                                              1999       1998     
                                            --------   --------   
                                            (thousands of dollars)
                                                                  
Crude oil                                   $ 32,390   $ 26,489   
Refined products                              75,926     39,776   
                                            --------   --------   
   Total inventories at FIFO                                      
     (approximates current cost)             108,316     66,265   
LIFO allowance net of lower of                                    
  cost or market reserve                     (53,006)      (184)  
                                            --------   --------   
     Total crude oil and refined products     55,310     66,081   
                                            --------   --------   

Merchandise inventory at FIFO                                     
     (approximates current cost)               7,943      7,950   
LIFO allowance                                (2,807)    (2,515)  
                                            --------   --------   
     Total merchandise                         5,136      5,435   
                                            --------   --------   

Materials and supplies inventory at FIFO       8,749      8,588   
                                            --------   --------   
     TOTAL INVENTORY                        $ 69,195   $ 80,104   
                                            ========   ========   

As a result of a reduction in LIFO inventory quantities, the net loss for       
1999 was decreased by approximately $9.3 million ($0.94 per share) and          
the net loss for 1998 was increased by approximately $0.5 million ($.05         
per share).  Due to the increase in refined products prices, the reserve        
of approximately $7.1 million recorded as of December 31, 1998 to reflect       
valuing inventories at lower of cost or market was recovered during the         
first quarter of 1999 and no such reserve was required for inventories at       
December 31, 1999.                                                              

NOTE C--LONG-TERM DEBT AND CREDIT ARRANGEMENTS                                  

Long-term debt consisted of the following:                                      

                                                                [Download Table]

                                               December 31       
                                          1999             1998  
                                        --------         --------
                                          (thousands of dollars) 
                                                                 
Unsecured 10 7/8% Senior Notes          $124,841         $124,810
Purchase Money Liens                       4,835            6,159
Other obligations                            135              237
                                        --------         --------
                                         129,811          131,206

Less current portion                         631            1,307
                                        --------         --------
     Long-Term Debt                     $129,180         $129,899
                                        ========         ========

The aggregate maturities of long-term debt through 2004 are as follows          
(in thousands):                                                                 
2000 - $631; 2001 - $623; 2002 - $599; 2003 - $722; 2004 - $2,394.              

10-K/A
29th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 29th
The 10 7/8% Senior Notes due 2005 (Notes) were issued under an Indenture,       
as amended (Indenture), which includes certain restrictions and                 
limitations affecting the payment of dividends, repurchase of capital           
stock and incurrence of additional debt. The Indenture also included a          
provision limiting liens unless the Note holders were directly secured,         
equally and ratably, with any other holder of an obligation secured by a        
lien.                                                                           

Effective as of December 10, 1998, the Company entered into an $80              
million Secured Credit Facility (Secured Credit Facility) to provide cash       
borrowings and letters of credit. The Secured Credit Facility, which has        
a three-year term and is secured by certain current assets of the               
Company, is to be used for general corporate and working capital                
requirements.  It includes limitations on additional indebtedness and           
cash dividends and requires compliance with financial covenants regarding       
minimum levels of working capital and net worth.  Borrowings under the          
Secured Credit Facility bear interest based on the prime rate or LIBOR          
based rates.  Additionally, the Company pays a fee for unused                   
commitments.                                                                    

During March 1999, the Company amended the Secured Credit Facility to           
provide up to $125 million of availability for cash borrowings and              
letters of credit. Up to $75 million of the Secured Credit Facility is          
subject to availability of eligible collateral. The remaining $50 million       
of availability, which is provided by a related party to the Company, is        
not subject to the limitation of eligible collateral.  As of December 31,       
1999, eligible collateral, after reserves and the application of advance        
rates, was approximately $86.1 million.                                         

As of December 31, 1999, $31.7 million in available commitments had been        
used for letters of credit and there were no cash borrowings outstanding        
pursuant to the Secured Credit Facility.  Cash borrowings and letters of        
credits outstanding at December 31, 1998 were $10 million and $13.2             
million, respectively.  As of December 31, 1999, the unused commitments         
under the terms of the Secured Credit Facility were $93.3 million, of           
which $50 million can be borrowed in cash.                                      

The costs associated with obtaining the Secured Credit Facility and             
amending the Indenture in 1998 were $5.9 million.  These costs were             
capitalized and are being amortized over the life of the Secured Credit         
Facility or the remaining term of the Indenture, as applicable.  Such           
amortization is included as a component of interest expense.                    

The Purchase Money Liens outstanding as of December 31, 1999, represent         
loans to finance land and buildings for several  service station and            
convenience store locations.  These borrowings are repayable over 60 to         
72 months at a fixed interest rate.  The Purchase Money Liens are secured       
by assets having a cost basis of $7.1 million and $14.4 million at              
December 31, 1999 and 1998, respectively.  The scheduled repayment of one       
of the Purchase Money Lien obligations in January 1999 resulted in the          
release of assets with a cost basis of $6.5 million from security.  The         
remaining principal balance is payable monthly through May 2004.                

The following interest expense amounts are reflected on the Consolidated        
Statements of Operations:                                                       

                                                                [Download Table]


                                     Year Ended December 31   
                                    1999     1998       1997  
                                  --------  --------  --------
                                      (thousands of dollars)  
                                                              
Total interest costs incurred    $ 17,212   $ 17,344  $ 16,330
Less: Capitalized interest          2,197      2,604     2,162
                                 --------   --------  --------
  INTEREST EXPENSE               $ 15,015   $ 14,740  $ 14,168
                                 ========   ========  ========


NOTE D--CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES                        

The net deferred loss from futures contracts (excluding forward                 
contracts) included in crude oil and refined product hedging strategies         
was approximately $353,000 at December 31, 1999.  Included in these             
hedging strategies are futures contracts maturing in January, February,         
and March 2000.  The Company is using these contracts to defer the              
pricing of approximately 3.9% of its crude oil commitments for the              
aforementioned period.                                                          

10-K/A
30th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 30th
NOTE E--INCOME TAXES                                                            

Significant components of the Company's deferred tax liabilities and            
assets are as follows:                                                          

                                                                [Download Table]

                                       1999       1998     
                                     --------   --------   
                                     (thousands of dollars)
                                                           
Deferred tax liabilities:                                  
  Depreciation and amortization     $(66,357)   $(65,240)  
  Other                              (35,520)    (35,778)  
                                    --------    --------   
    Total deferred tax liabilities  (101,877)   (101,018)  

Deferred tax assets:                                       
  Post-retirement and pension                              
    obligations                       11,538      10,747   
  Environmental, litigation and                            
    other accruals                     7,440       7,901   
  Construction and inventory costs                         
    not currently deductible          11,351       2,457   
  Benefit of future tax NOL                                
    carry forwards                    45,339      31,863   
  Other                               18,825      24,103   
                                   ---------   ---------   
    Total deferred tax assets         94,493      77,071   
                                   ---------   ---------   

    NET DEFERRED TAX LIABILITIES   $  (7,384)  $ (23,947)  
                                   =========   =========   

No valuation allowance is considered necessary for the above deferred tax       
assets. The Company has tax credit carry-forwards of approximately              
$266,000 which expire in the years 2009 through 2019, an alternative            
minimum tax credit carry-forward of approximately $833,000 and net              
operating loss carry-forwards of approximately $116,520,000 which expire        
in the years 2009 through 2019.                                                 

Significant components of the income tax (benefit) provision for the            
years ended December 31 follows:                                                

                                                                [Download Table]

                                   1999         1998         1997  
                                  -------      -------      -------
                                       (thousands of dollars)      
                                                                   
Current:                                                           
 Federal                         $     -       $    -       $ 1,062
 State                                750          509          750
                                 --------      -------      -------
  Total Current                       750          509        1,812

Deferred:                                                          
 Federal                          (14,154)     (15,723)      10,062
 State                             (1,271)      (1,151)         249
                                 --------      -------      -------

  Total Deferred                  (15,425)     (16,874)      10,311
                                 --------      -------      -------

 INCOME TAX (BENEFIT) EXPENSE    $(14,675)    $(16,365)     $12,123
                                 ========     ========      =======

Current state tax provision includes $750,000 of franchise taxes for each       
of the years ended December 31, 1999, 1998 and 1997.  In addition, the          
year ended December 31, 1998 includes a franchise tax refund of $241,000        
from prior periods.                                                             

The following is a reconciliation of the statutory federal income tax           
rate to the actual effective income tax rate for the years ended December       
31:                                                                             

                                                                [Download Table]


                                   1999         1998         1997  
                                  -------      -------      -------
                                       (thousands of dollars)      
                                                                   

Income tax (benefit) expense                                       
  calculated at the statutory                                      
  federal income tax rate        $(15,663)   $(16,011)     $10,975 
Amortization of goodwill and                                       
  purchase adjustment                 145         145          145 
State taxes (net of federal                                        
  benefit)                           (451)       (252)         650 
Other                               1,294        (247)         353 
                                 --------    --------      ------- 
 Income Tax (Benefit) Expense    $(14,675)   $(16,365)     $12,123 
                                 ========    ========      ======= 


10-K/A
31st “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 31st
NOTE F--CAPITAL STOCK AND NET INCOME PER COMMON SHARE                           

Class A Common stockholders are entitled to one vote per share and have         
the right to elect all directors other than those to be elected by other        
classes of stock.  Class B Common stockholders are entitled to one-tenth        
vote per share and have the right to elect two directors.  The average          
outstanding and equivalent shares excludes 199,825, 214,325 and 260,700         
shares of Performance Vested Restricted Stock (PVRS) shares registered to       
participants in the 1994 Long-Term Incentive Plan (Plan) at December 31,        
1999, 1998 and 1997, respectively.  The PVRS shares are not considered          
outstanding for earnings per share calculations until the shares are            
released to the Plan participants.                                              

The following table provides a reconciliation of the basic and diluted          
earnings per share calculations:                                                

                                                                [Download Table]

                                                            YEAR ENDED DECEMBER 
31                                                                              
                                                     ---------------------------
--------                                                                        
                                                       1999        1998         
1997                                                                            
                                                     --------    --------       
--------                                                                        
                                                (dollars in thousands, except   
per share data)                                                                 
                                                                                
                                                                                
(LOSS) INCOME APPLICABLE                                                        
  TO COMMON SHARES                                                              

Net (loss) income                                  $  (30,026) $   (29,380)  $  
19,235                                                                          
                                                   ==========  ===========      
==========                                                                      

Common shares outstanding at January 1, 1999                                    
 1998 and 1997, respectively                        10,053,611  10,058,168      
9,983,180                                                                       

Restricted shares held by the Company at January 1,                             
 1999, 1998 and 1997, respectively                    (214,325)   (260,700)     
(249,700)                                                                       

Weighted average effect of shares of common stock                               
 issued for stock option exercises                           -      35,237      
18,531                                                                          

Weighted average effect of PVRS shares of common stock                          
 released to Plan participants                          31,945           -      
-                                                                               
                                                   -----------  ----------   ---
-------                                                                         

Weighted average number of common shares outstanding,                           
 as adjusted at December 31, 1999, 1998 and                                     
 1997, respectively                                  9,871,231   9,832,705      
9,752,011                                                                       

Effect of Dilutive Securities:                                                  
 Employee stock options                                      -           -      
113,060                                                                         
 Restricted stock awards                                     -           -      
33,833                                                                          
                                                   -----------  ----------   ---
-------                                                                         

Weighted average number of common shares outstanding,                           
 as adjusted at December 31, 1999, 1998 and                                     
 1997, respectively - assuming dilution              9,871,231   9,832,705      
9,898,904                                                                       
                                                    ==========  ===========     
==========                                                                      

EARNINGS PER SHARE:                                                             

Net (loss) income                                   $    (3.04)  $   (2.99)   $ 
1.97                                                                            
                                                    ==========  ===========     
==========                                                                      

EARNINGS PER SHARE - ASSUMING DILUTION:                                         

Net (loss) income                                   $    (3.04)  $   (2.99)   $ 
1.94                                                                            
                                                    ==========  ===========     
==========                                                                      

At December 31, 1999, the Company had non-qualified stock options               
outstanding representing 1,032,372 potential common shares.  Due to the         
net loss from operations for the years ended December 31, 1999 and 1998,        
the effect of dilutive securities under stock options and awards were           
excluded from the diluted earnings per share calculations.                      

On February 1, 2000, the Company adopted a one-year Shareholder Rights          
Plan in which rights to purchase its preferred stock will be distributed        
to holders of its common stock on February 15, 2000 to ensure that any          
strategic transaction undertaken by the Company will be one in which all        
stockholders can receive fair and equal treatment, and to guard against         
partial tender offers, open market accumulations and other abusive              
tactics that might result in unequal treatment of stockholders.                 

Under the Plan, the Company's Board of Directors has created two new            
classes of preferred stock, known as Series A and Series B Junior               
Participating Preferred stock. The Company has declared a dividend              
distribution of one preferred stock purchase right on each outstanding          
share of its common stock.  Each right entitles stockholders to buy one         
one-thousandth of a share of preferred stock at an exercise price of            
$16.00, with the Company's Class A common stock receiving purchase              

10-K/A
32nd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 32nd
rights for the Series A preferred stock and the Company's Class B common        
stock receiving purchase rights for the Series B preferred stock.               

Generally, the rights become exercisable only if a person or group              
acquires a substantial block (i.e., 15% or more) of either class of             
common stock or announces a tender offer which may result in any person         
becoming the owner of a substantial block of either class. For persons          
currently owning in excess of 14% of any class, however, the rights plan        
"grandfathers" their current level of ownership (as indicated on such           
person's federal securities law filings) plus an additional 1% of that          
class.                                                                          

Under the plan, the Company's Board of Directors can pre-approve a tender       
offer or other transaction which would otherwise trigger the plan. If a         
person acquires a substantial block of either class of the Company's            
common stock other than pursuant to an offer or transaction which has           
been pre-approved by the Board of Directors, each right then will entitle       
its holder to purchase a number of the Company's common shares having a         
market value at that time of twice the right's exercise price, except for       
the rights held by the person who acquired the substantial block of             
stock, which will become void and will not be exercisable to purchase           
shares at the bargain purchase price.                                           

If, after a person has acquired a substantial block of the Company's            
common stock other than pursuant to an offer or transaction which has           
been pre-approved by the Board of Directors, the Company is acquired in a       
merger or other business combination transaction, each right (other than        
the rights held by the owner of the substantial block) will entitle its         
holder to purchase a number of the acquiring company's common shares            
having a market value at the time of twice the right's exercise price.          

The rights plan permits the Company to redeem each purchase right at the        
option of the Board of Directors for $.001 per right or for one one-            
thousandth of a share of common stock, at any time before a person              
acquires a substantial block of either class of common stock.  Until the        
rights become exercisable, no separate rights certificate will be issued        
to shareholders.  Instead, the rights will be evidenced by the                  
certificates for the Company's common stock. At the time the rights             
become exercisable, rights certificates will be distributed to holders of       
Crown's common stock. The plan will expire at the close of business on          
February 14, 2001. Due to the net loss from operations for the year ended       
December 31, 1999, the issuance of the preferred stock purchase rights          
has no impact on the dilutive earnings per share amount presented in the        
previous table.                                                                 

NOTE G--LONG-TERM INCENTIVE PLAN                                                

Under the terms of the 1994 Long-term Incentive Plan (Plan), the Company        
may distribute to employees restricted shares of the Company's Class B          
Common Stock and options to purchase Class B Common Stock.  Up to 1.1           
million shares of Class B Common Stock may be distributed under the Plan.       
The balance sheet caption "Unearned restricted stock" is charged for the      
market value of restricted shares at their grant date and changes in the        
market value of shares outstanding until the vesting date, and is shown         
as a reduction of stockholders' equity.  The impact is further reflected        
within Class B Common Stock and Additional Paid-in-Capital.                     

PVRS awards are subject to minimum years of service requirements from the       
date of grant with earlier vesting possible subject to the attainment of        
performance goals.  Additionally, PVRS awards are subject to certain            
other restrictions including the receipt of dividends and transfers of          
ownership.  As of December 31, 1999, 199,825 shares of PVRS have been           
registered in the participants names and are being held by the Company          
subject to the attainment of the related performance goals or years of          
service.  PVRS awards to employees who have left the Company are                
canceled.  PVRS awards granted prior to 1996 whose related performance          
goals have not been achieved were forfeited.                                    

Under the 1994 Long-Term Incentive Plan, non-qualified stock options are        
granted to participants at a price not less than 100% of the fair market        
value of the stock on the date of grant.  The exercise period is ten            
years with the options vesting one-third per year over three years after        
a one-year waiting period.                                                      

Under the terms of the 1995 Management Stock Option Plan, the Company may       
award to participants non-qualified stock options to purchase shares of         
the Company's Class B Common Stock at a price equal to 100% of the fair         
market value of the stock at the date of grant.  Up to 500,000 shares of        
Class B Common Stock may be distributed under the Plan.  The exercise           
period is ten years with the options vesting one-third per year over            
three years after a one-year waiting period.                                    

Shares of Class B Common Stock available for issuance under options or          
awards amounted to 226,173 and 213,189 at December 31, 1999 and 1998,           
respectively.                                                                   

10-K/A
33rd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 33rd
Detail of the Company's stock options are as follows:                           

                                                                [Download Table]

                                                Common       Price Range  
Weighted Average Price                                                    
                                                Shares        Per Share   
Per Share                                                                 
                                              ----------    ------------- 
----------                                                                
                                                                          
                                                                          

1994 LONG-TERM INCENTIVE PLAN                                             
-----------------------------                                             
 Outstanding - January 1, 1997                   484,556   $12.81 - $19.50
$14.69                                                                    
                                              ==========                  

 Granted - 1997                                  166,600   $11.69         
$11.69                                                                    
 Exercised - 1997                                 (4,963)  $12.81 - $16.13
$13.24                                                                    
 Canceled - 1997                                  (4,536)  $12.81 - $17.06
$15.37                                                                    
                                              ----------                  
 Outstanding - December 31, 1997                 641,657   $11.69 - $19.50
$13.92                                                                    
                                              ==========                  
  Shares exercisable at December 31, 1997        310,142   $12.81 - $19.50
$14.66                                                                    
                                              ==========                  

 Granted - 1998                                  165,915   $ 9.38 - $15.00
$14.92                                                                    
 Exercised - 1998                                (29,942)  $12.81 - $17.69
$14.27                                                                    
 Canceled - 1998                                 (37,982)  $11.69 - $17.69
$13.20                                                                    
                                              ----------                  
 Outstanding - December 31, 1998                 739,648   $ 9.38 - $19.50
$14.17                                                                    
                                              ==========                  
  Shares exercisable at December 31, 1998        509,559   $ 9.38 - $19.50
$14.20                                                                    
                                              ==========                  

 Granted - 1999                                   68,600   $ 7.75         
$ 7.75                                                                    
 Canceled - 1999                                 (74,610)  $ 7.75 - $17.69
$13.68                                                                    
                                              ----------                  
 Outstanding - December 31, 1999                 733,638   $ 7.75 - $19.50
$13.62                                                                    
                                              ==========                  
  Shares exercisable at December 31, 1999        557,713   $ 7.75 - $19.50
$14.20                                                                    
                                              ==========                  


                                                                [Download Table]

                                                Common       Price Range  
Weighted Average Price                                                    
                                                Shares        Per Share   
Per Share                                                                 
                                              ----------    ------------- 
----------                                                                
                                                                          
                                                                          

1995 MANAGEMENT STOCK OPTION PLAN                                         
---------------------------------                                         
 Outstanding - January 1, 1997                   430,480   $13.75 - $16.06
$13.77                                                                    
                                              ==========                  

 Exercised - 1997                                (59,025)  $13.75         
$13.75                                                                    
 Canceled - 1997                                 (32,704)  $13.75         
$13.75                                                                    
                                              ----------                  
 Outstanding - December 31, 1997                 338,751   $13.75 - $16.06
$13.78                                                                    
                                              ==========                  
  Shares exercisable at December 31, 1997        207,388   $13.75 - $16.06
$13.78                                                                    
                                              ==========                  

 Exercised -1998                                 (11,872)  $13.75 - $16.06
$14.27                                                                    
 Canceled - 1998                                  (1,500)  $13.75         
$13.75                                                                    
                                              ----------                  
 Outstanding - December 31, 1998                 325,379   $13.75 - $16.06
$13.76                                                                    
                                              ==========                  
   Shares exercisable at December 31, 1998       325,379   $13.75 - $16.06
$13.76                                                                    
                                              ==========                  

 Canceled - 1999                                 (26,645)  $13.75 - $16.06
$13.87                                                                    
                                              ----------                  
 Outstanding - December 31, 1999                 298,734   $13.75 - $16.06
$13.75                                                                    
                                              ----------                  
   Shares exercisable at December 31, 1999       298,734   $13.75 - $16.06
$13.75                                                                    
                                              ==========                  
Total outstanding - December 31, 1999          1,032,372   $ 7.75 - $19.50
$13.66                                                                    
                                              ==========                  
Total exercisable - December 21, 1999            856,447   $ 7.75 - $19.50
$14.04                                                                    
                                              ==========                  


The weighted average remaining life for options outstanding at December         
31, 1999 was approximately seven years for the 1994 Long-Term Incentive         
Plan and approximately five years for the 1995 Management Stock Option          
Plan.                                                                           

All options were granted at an exercise price equal to the fair market          
value of the common stock at the date of grant. The weighted average fair       
value at the date of grant for options granted under the Long-Term              
Incentive Plan was $2.15, $3.57 and $2.31 for 1999, 1998 and 1997,              
respectively.  There were no grants under the Management Stock Option           
Plan in 1999, 1998, or 1997.  The fair value of options at date of grant        
was estimated using the Black-Scholes model with the following                  
assumptions:                                                                    

                                                                [Download Table]


LONG-TERM INCENTIVE PLAN              1999        1998        1997  
                                     ------      ------      ------ 
                                                                    

Expected life (years)                     3           3           3 
Risk Free Interest Rate                5.50%       5.63%       5.67%
Volatility                             36.6%       27.5%       27.0%
Dividend Yield                          0.0%        0.0%        0.0%


10-K/A
34th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 34th
The Company granted 40,200, 85,415 and 92,700 of shares of PVRS Awards          
during 1999, 1998 and 1997, respectively. The weighted average fair value       
at date of grant for PVRS Awards granted in 1999, 1998 and 1997 was             
$7.75, $14.94 and $11.69, respectively, which in each case represents the       
market value of the Company's Class B Common Stock at the date of grant.        
The amount of compensation expense recognized for PVRS Awards was not         
significant for 1999, 1998, or 1997.                                            

Stock-based compensation costs would have increased the pretax loss by          
approximately $728,000 ($455,000 after tax or $.05 per basic and diluted        
share) for the year ended December 31, 1999, increased the pretax loss by       
approximately $864,000 ($540,000 after tax or $.05 per basic and diluted        
share) for the year ended December 31, 1998, and decreased the pretax           
income by approximately  $1,610,000 ($1,007,000 after tax or $.10 per           
basic and diluted share) for the year ended December 31, 1997 had the           
fair values of options and the PVRS granted since 1996 been recognized as       
compensation expense on a straight line basis over the vesting period of        
the grant giving consideration to achievement of performance objectives         
where applicable.  The pro-forma effect on net income for 1998 and 1997         
is not representative of the pro-forma effect on net income in future           
years as it does not consider the pro-forma compensation expense related        
to grants made prior to 1996.                                                   

NOTE H--EMPLOYEE BENEFIT OBLIGATIONS                                            

The Company has a defined benefit pension plan covering the majority of         
full-time employees.  The Company also has several defined benefit plans        
covering only certain senior executives.  Plan benefits are generally           
based on years of service and employees' average compensation.  The             
Company's policy is to fund the pension plans in amounts which comply with      
contribution limits imposed by law.  Plan assets consist principally of         
fixed income securities and stocks.                                             

The following table sets forth the changes in the benefit obligation and        
plan assets of the Company's pension plans for the years ended December         
31, 1999 and 1998, respectively:                                                

                                                                [Download Table]


                                                     December 31       
                                                1999           1998    
                                              ---------      --------- 
                                               (thousands of dollars)  
                                                                       
CHANGE IN PENSION PLANS' BENEFIT OBLIGATION                            

 Pension plans' benefit                                                
  obligation - beginning of year              $ 141,701      $ 132,652 

 Service cost                                     5,379          4,913 
 Interest cost                                    9,711          8,882 
 Benefits paid                                   (6,310)        (5,984)
 Administrative expenses                           (865)          (843)
 Actuarial (gain) or loss                       (17,830)         2,081 
                                              ---------      --------- 
Pension plans' benefit                                                 
  obligation - end of year                      131,786        141,701 
                                              ---------      --------- 

CHANGE IN PENSION PLAN ASSETS                                          

 Fair value of plan assets -                                           
  beginning of year                             125,495        115,402 

 Actual return on plan assets                    12,503         16,563 
 Benefits paid                                   (5,973)        (5,627)
 Administrative expenses                           (865)          (843)
                                              ---------      --------- 
 Fair value of plan assets -                                           
  end of year                                   131,160        125,495 
                                              ---------      --------- 

RECONCILIATION OF FUNDED STATUS                                        

 Funded status                                     (626)       (16,206)
 Unrecognized actuarial (gain) or loss          (13,902)         4,665 
 Unrecognized net (asset) at transition            (433)          (471)
 Unrecognized prior service cost                   (743)          (794)
                                              ---------      --------- 
 Net amounts recognized at end of year        $ (15,704)     $ (12,806)
                                              =========      ========= 


10-K/A
35th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 35th
                                                                [Download Table]


Amounts recognized in the Balance Sheets consist of:               

                                            Year Ended December 31 
                                               1999         1998   
                                            ---------    --------- 
                                            (thousands of dollars) 
                                                                   
 Accrued pension liability                  $ (16,636)   $ (14,516)
 Intangible asset                                 726        1,001 
 Accumulated other comprehensive income           206          709 
                                            ---------    --------- 

 Net amounts recognized at end of year      $ (15,704)   $ (12,806)
                                            =========    ========= 

 Other comprehensive income attributable                           
   to change in additional minimum                                 
   liability recognition                    $    (503)   $    (336)
                                            =========    ========= 

Net periodic pension costs consist of the following components:                 

                                                                [Download Table]


                                           Year Ended December 31    
                                         1999       1998       1997  
                                       -------    -------    ------- 
                                           (thousands of dollars)    
                                                                     
Service cost - benefit earned                                        
  during the year                      $ 5,379    $ 4,913    $ 4,500 
Interest cost on projected                                           
  benefit obligations                    9,711      8,882      8,787 
Expected (return) on plan assets       (11,824)   (10,951)    (9,864)
Amortization of prior service cost         (51)       (51)        66 
Recognized actuarial loss                   58         76         53 
Amortization of transition (asset)                                   
  obligation                               (38)       (38)       (38)
                                       -------    -------    ------- 
 Net periodic pension cost             $ 3,235    $ 2,831    $ 3,504 
                                       =======    =======    ======= 

Assumptions used in the accounting for the defined benefit plans as of          
December 31 were:                                                               

                                                                [Download Table]


                                        1999        1998       1997 
                                       ------      ------     ------
                                                                    
Weighted average discount rates         8.00%       6.75%      7.00%
Rates of increase in compensation                                   
  levels                                4.00%       4.00%      4.00%
Expected long-term rate of return                                   
  on assets                             9.75%       9.75%      9.75%


The Company's defined benefit pension plans which cover only certain            
senior executives are unfunded plans.  The projected benefit obligation         
and accumulated benefit obligation were $6,019,000 and $5,423,000,              
respectively, as of December 31, 1999, and $6,374,000 and $5,715,000,           
respectively, as of December 31, 1998.                                          

In addition to the defined benefit pension plan, the Company provides           
certain health care and life insurance benefits for eligible employees          
who retire from active service.  The post-retirement health care plan is        
contributory, with retiree contributions consisting of co-payment of            
premiums and other cost sharing features such as deductibles and                
coinsurance. Beginning in 1998, the Company "capped" the amount of              
premiums that it will contribute to the medical plans.  Should costs            
exceed this cap, retiree premiums would increase to cover the additional        
cost.                                                                           

10-K/A
36th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 36th
The following table sets forth changes in the accrued cost of the               
Company's post-retirement benefit plans recognized in the Company's             
Balance Sheets:                                                                 

                                                                [Download Table]


                                              Year Ended December 31  
                                                1999          1998    
                                              ---------    ---------  
                                              (thousands of dollars)  
                                                                      
Accumulated post-retirement benefit                                   
  obligation (APBO):                                                  
 Benefit obligation - beginning of year       $  16,359     $  12,624 

 Service cost                                       429           390 
 Interest cost                                    1,132         1,058 
 Benefits and estimated administrative                                
   expenses paid                                 (1,036)       (1,112)
 Actuarial (gain) or loss                        (1,299)        3,399 
                                              ---------     --------- 
 Benefit obligation - end of year             $  15,585     $  16,359 
                                              =========     ========= 

RECONCILIATION OF FUNDED STATUS                                       

 Funded status                                $ (15,585)    $ (16,359)
 Unrecognized actuarial loss                      5,084         6,775 
 Unrecognized prior service cost                   (803)         (921)
                                              ---------     --------- 

 Net amount recognized at end of year         $ (11,304)    $ (10,505)
                                              =========     ========= 

Amounts recognized in the Balance Sheets                              
   consist of:                                                        

     Accrued benefit liability                $ (11,304)    $ (10,505)
                                              =========     ========= 


The weighted average discount rate used in determining the APBO was 8.00%       
in 1999, 6.75% in 1998, and 7.00% in 1997.                                      

The Company's policy is to fund postretirement costs other than pensions        
on a pay-as-you-go basis.                                                       

Net periodic postretirement benefit costs include the following                 
components:                                                                     

                                                                [Download Table]


                                       Year Ended December 31     
                                       1999      1998     1997    
                                      -------   -------   ------- 
                                          (thousands of dollars)  
                                                                  
Service cost                          $   429   $   390   $   326 
Interest cost on accumulated                                      
   postretirement benefit obligation    1,132     1,058       859 
Amortization of prior service cost       (118)     (118)     (118)
Recognized actuarial loss                 392       332       212 
                                      -------   -------   ------- 
 Net periodic postretirement benefit                              
   cost                               $ 1,835   $ 1,662   $ 1,279 
                                      =======   =======   ======= 

As a result of the expense cap implemented in 1998, no further increase         
in the cost of medical care has been assumed for years subsequent to            
1998.  The medical trend rate assumption affects the amounts reported.          
For example, a one-percentage-point change in the medical trend rate            
would have the following effects:                                               

                                                                [Download Table]


                                       1-Percentage-   1-Percentage- 
                                       Point Increase  Point Decrease
                                       --------------  --------------
                                           (thousands of dollars)    
                                                                     
Effect on total of service                                           
  and interest cost components              $ 55          $ (45)     
Effect on accumulated postretirement                                 
  benefit obligation                         531           (457)     


10-K/A
37th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 37th
NOTE I--LITIGATION AND CONTINGENCIES                                            

The Company has been named as a defendant in various matters of                 
litigation, some of which are for substantial amounts, and involve              
alleged personal injury and property damage from prolonged exposure to          
petroleum, petroleum related products and substances used at its refinery       
or in the petroleum refining process.  The Company is a co-defendant with       
numerous other defendants in a number of these suits.  The Company is           
vigorously defending these actions, however, the process of resolving           
these matters could take several years.  The liability, if any,                 
associated with these cases was either accrued in accordance with               
generally accepted accounting principles or was not determinable at             
December 31, 1999.  The Company has consulted with counsel with respect         
to each such proceeding or large claim which is pending or threatened.          
While litigation can contain a high degree of uncertainty and the risk of       
an unfavorable outcome, the eventual outcome of any such matter or group        
of related matters, in the opinion of management, is not expected to have       
a material adverse effect on the Company.                                       

Like other petroleum refiners and marketers, the Company's operations are       
subject to extensive and rapidly changing federal and state environmental       
regulations governing air emissions, waste water discharges, and solid          
and hazardous waste management activities.  The Company's policy is to          
accrue environmental and clean-up related costs of a non-capital nature         
when it is both probable that a liability has been incurred and that the        
amount can be reasonably estimated.  While it is often extremely                
difficult to reasonably quantify future environmental related                   
expenditures, the Company anticipates that continuing capital investments       
will be required over the next several years to comply with existing            
regulations.  The Company has recorded a liability of $7.1 million as of        
December 31, 1999 and 1998 relative to the estimated costs of                   
environmental issues of a non-capital nature.  The liability is not             
discounted, it is expected to be expended over the next five years and is       
included in the balance sheet as a noncurrent liability.  No amounts have       
been accrued as receivables for potential reimbursement or as recoveries        
to offset this liability.                                                       

Environmental liabilities are subject to considerable uncertainties which       
affect the Company's ability to estimate its ultimate cost of remediation       
efforts.  These uncertainties include the exact nature and extent of the        
contamination at each site, the extent of required clean-up efforts,            
varying costs of alternative remediation strategies, changes in                 
environmental remediation requirements, the number and strength of other        
potentially responsible parties at multi-party sites, and the                   
identification of new environmental sites.                                      

On January 13, 2000, the Company received a Notice of Enforcement (NOE)         
from the TNRCC regarding alleged state and federal air quality                  
violations, some of which include sulfur exceedances, arising out of a          
June and July 1999 state inspection. The Company believes it has valid          
legal defenses to the majority of the alleged violations and in any case,       
the ultimate outcome of the enforcement action, in the opinion of               
management, is not expected to have a material adverse effect on the            
Company.                                                                        

During the first quarter of 2000, the Company received notice from the          
United States Department of Justice that the government is again                
considering filing a civil action against the Company for the alleged           
sulfur violations already addressed by an August 31, 1998 TNRCC Agreed          
Order and for additional alleged violations not covered by that Order.          
The Company does not believe that the government will prevail if it files       
such a complaint as the Company already has paid a $1.05 million fine for       
most of the sulfur violations.  Additionally, the Company believes it has       
valid defenses to the other alleged violations, that the alleged                
violations are DE MINIMIS in nature, or that the ultimate outcome of the        
enforcement action, in the opinion of management, is not expected to have       
a material adverse effect on the Company.                                       

In May 1999, the Company received a notice that the United States               
Department of Justice planned to bring a civil action against the Company       
for a Clean Water Act violation arising out of a June 1998 oil spill at a       
Wyoming exploration and production property.  The Company has shut-in all       
of the wells on the Wyoming leases and no longer operates those                 
properties.  The Department of Justice demanded payment of a penalty in         
the amount of $262,000.  The Company has been negotiating with the EPA          
and the Department of Justice.  Environmental remediation of the leases         
is being completed and the Department of Justice has not yet filed suit.        

On October 14, 1999, the Company received a notice of violation from the        
United States Environmental Protection Agency for alleged noncompliance         
in 1998 with Clean Air Act reformulated gasoline specifications at the          
Company's Newington and Richmond, Virginia terminals.  EPA proposed a           
penalty of $282,600.  The Company believes the allegations have little or       
no merit and is vigorously defending this enforcement action.                   

It is possible that the ultimate cost, which cannot be determined at this       
time, could exceed the Company's recorded liability.  As a result,              
charges to income for environmental liabilities could have a material           
effect on the results of operations in a particular quarter or year as          
assessments and remediation efforts proceed or as new claims arise.  In         
addition, the Company has been named by the Environmental Protection            
Agency and by several state environmental agencies as a potentially             
responsible party at various federal and state Super fund sites.                
Management is not aware of any environmental matters which would                
reasonably be expected to have a material adverse effect on the Company.        

10-K/A
38th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 38th
NOTE J--NONCANCELLABLE LEASE COMMITMENTS                                        

The Company has noncancellable operating lease commitments for refinery,        
computer, office and other equipment, transportation equipment, service         
station and convenience store properties, and office space.  Lease terms        
range from three to ten years for refinery, computer, office and other          
equipment and four to eight years for transportation equipment.   The           
majority of service station properties have lease terms of 20 years.  The       
average lease term for convenience stores is approximately 13 years.  The       
Corporate Headquarters office lease expires on December 31, 2003.               
Certain of these leases have renewal provisions.                                

Future minimum rental payments under noncancellable operating lease             
agreements as of December 31, 1999 are as follows (in thousands):               

                                                                [Download Table]


                                               
2000                                   $ 11,997
2001                                     10,583
2002                                      8,990
2003                                      7,661
2004                                      6,658
After  2004                              10,435
                                       --------
     Total Minimum Rental Payments     $ 56,324
                                       ========

Rental expense for the years ended December 31, 1999, 1998 and 1997 was         
$13,543,000, $13,426,000 and $12,927,000, respectively.                         

NOTE K--INVESTMENTS AND DEFERRED CHARGES                                        

Investments and deferred charges consist of the following:                      

                                                                [Download Table]


                                            December 31      
                                        1999           1998  
                                      --------       --------
                                       (thousands of dollars)
                                                             
Deferred turnarounds                  $ 10,738       $ 12,570
Loan expense                             7,438          8,486
Long-term notes receivable               1,518          1,955
Goodwill                                   552            953
Investments                                 15            929
Intangible pension asset                   726            688
Other                                      679          3,053
                                      --------       --------
    INVESTMENTS AND DEFERRED CHARGES  $ 21,666       $ 28,634
                                      ========       ========


Accumulated amortization of goodwill was $6,039,000 and $5,638,000 at           
December 31, 1999 and 1998, respectively.                                       

NOTE L--FAIR VALUE OF FINANCIAL INSTRUMENTS                                     

The Company considers cash and cash equivalents, accounts receivable,           
investments in subsidiaries, long-term notes receivable, accounts payable       
and long-term debt to be its financial instruments.  The carrying amount        
reported in the balance sheet for cash and cash equivalents, accounts           
receivable and accounts payable, represent their fair values.  The fair         
value of the Company's long-term notes receivable at December 31, 1999          
and 1998 was estimated using a discounted cash flow analysis, based on          
the assumed interest rates for similar types of arrangements.  The              
approximate fair value of the Company's Long-Term Debt at December 31,          
1999 and 1998 was estimated using a discounted cash flow analysis, based        
on the Company's assumed incremental borrowing rates for similar types of       
borrowing arrangements.  The fair value of its investments in                   
subsidiaries is not determinable since these investments do not have            
quoted market prices.                                                           

The following summarizes the carrying amounts and related approximate           
fair values as of December 31, 1999 and 1998, respectively, of the              
Company's financial instruments whose carrying amounts do not equal its         
fair value:                                                                     

                                                                [Download Table]


                           December 31, 1999        December 31, 1998  
                         Carrying  Approximate    Carrying  Approximate
                          Amount    Fair Value    Amount    Fair Value 
                         --------   --------     --------   --------   
                                    (thousands of dollars)             
                                                                       
Assets                                                                 

 Long-Term Notes                                                       
   Receivable            $   1,518  $   1,365    $   1,955  $   1,325  

Liabilities                                                            

 Long-Term Debt          $ 129,180  $ 128,002    $ 129,899  $ 128,544  


10-K/A
39th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 39th
NOTE M--SEGMENT INFORMATION                                                     

The Company has two reportable segments: refinery operations and retail         
marketing.  The Company's refinery operations segment consists of two           
high-conversion petroleum refineries and related wholesale distribution         
networks.  One refinery is located in Pasadena, Texas and the other             
refinery is located in Tyler, Texas.  The Pasadena and Tyler refining           
operations sell petroleum products directly to other oil companies,             
jobbers, and independent marketers.  In addition, the Pasadena refining         
operation sells directly into the Gulf Coast spot market as well as to an       
independent network of dealer-operated retail units that sell Crown-            
branded petroleum products and to the Company's own retail segment.  The        
Company's retail segment sells petroleum products and convenience store         
merchandise directly to retail customers.                                       

The Company evaluates performance and allocates resources based on profit       
or loss from operations before income taxes, interest income or expense,        
and corporate expenses.  The accounting policies of the reportable              
segments are the same as those described in the summary of accounting           
policies described in Note A of the Notes to Consolidated Financial             
Statements on page 24 of this Annual Report on Form 10-K.  Certain prior        
year balances have been reclassified to conform to the 1999 presentation.       

Intersegment sales and transfers are recorded at market prices.  Income         
or loss on intersegment sales is eliminated in consolidation.                   

The Company's reportable segments are business divisions that offer             
different operating and gross margin characteristics and different              
distribution methods.  The reportable segments are each managed                 
separately due to their distinct operating characteristics.                     

                                                                [Download Table]


YEAR ENDED DECEMBER 31, 1999:                                           

                                    Refinery      Retail                
                                   Operations    Marketing    Totals    
                                   ----------    ---------   ---------- 
                                                                        
                                         (thousands of dollars)         

Revenues from external customers   $ 806,274     $ 465,336   $1,271,610 
Intersegment revenues                362,640                    362,640 
Depreciation and amortization                                           
   expense                            22,319        10,917       33,236 
Operating (loss) income              (19,202)       11,809       (7,393)
Capital expenditures                  11,446        10,128       21,574 
Total assets                         326,371       147,263      473,634 


                                                                [Download Table]


YEAR ENDED DECEMBER 31, 1998:                                           

                                    Refinery      Retail                
                                   Operations    Marketing    Totals    
                                   ----------    ---------   ---------- 
                                                                        
                                         (thousands of dollars)         

Revenues from external customers   $ 831,133     $ 434,349   $1,265,482 
Intersegment revenues                349,997                    349,997 
Depreciation and amortization                                           
   expense                            22,303         9,419       31,722 
Operating (loss) income              (20,090)       12,820       (7,270)
Capital expenditures                  12,408        21,458       33,866 
Total assets                         302,829       146,579      449,408 


                                                                [Download Table]


YEAR ENDED DECEMBER 31, 1997:                                          

                                   Refinery       Retail               
                                  Operations     Marketing    Totals   
                                  ----------     ---------   ----------
                                                                       
                                         (thousands of dollars)        

Revenues from external customers  $1,097,327     $ 511,490   $1,608,817
Intersegment revenues                648,535                    648,535
Depreciation and amortization                                          
   expense                            21,074         9,104       30,178
Operating (loss) income               49,361        17,319       66,680
Capital expenditures                   9,725        17,368       27,093
Total assets                         363,272       137,176      500,448


10-K/A
40th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 40th
SALES AND OPERATING REVENUES RECONCILIATION:                                    

                                                                [Download Table]


                                     Year ended December 31          
                                   1999         1998         1997    
                               -----------  -----------  ----------- 
                                       (thousands of dollars)        
                                                                     
Total external revenues                                              
   for reportable segments     $ 1,271,610  $ 1,265,482  $ 1,608,817 
Intersegment revenues for                                            
   reportable segments             362,640      349,997      648,535 
Other revenues                         107          231          898 
Other adjustments                   (1,536)      (1,396)        (632)
Elimination of intersegment                                          
   revenues                       (362,640)    (349,997)    (648,535)
                               -----------  -----------  ----------- 
 Sales and operating revenues  $ 1,270,181  $ 1,264,317  $ 1,609,083 
                               ===========  ===========  =========== 

Other adjustments includes items that are reported as a component of            
Sales and operating revenues for management reporting purposes but are          
reported as a component of operating expenses in accordance with                
generally accepted accounting principles.                                       

Depreciation and amortization expense reconciliation:                           

                                                                [Download Table]

                                           Year ended December 31   
                                           1999    1998    1997     
                                        --------  --------  --------
                                          (thousands of dollars)    
                                                                    
Depreciation and amortization expense                               
for reportable segments                 $ 33,236  $ 31,722  $ 30,178
Other depreciation and amortization                                 
  expense                                  3,759     2,295     1,445
                                        --------  --------  --------
 Depreciation and amortization expense  $ 36,995  $ 34,017  $ 31,623
                                        ========  ========  ========


Profit (loss) reconciliation:                                                   

                                                                [Download Table]

                                            Year ended December 31  
                                         1999      1998      1997   
                                       --------  --------  -------- 
                                            (thousands of dollars)  
                                                                    
Total (loss) income for reportable                                  
  segments                             $ (7,393) $ (7,270) $ 66,680 
Other income (loss)                         684     1,018    (1,852)
Unallocated amounts:                                                
 Corporate (expenses)                   (23,432)  (27,091)  (21,988)
 Net interest (expense)                 (14,560)  (12,402)  (11,482)
                                       --------  --------  -------- 
  (Loss) income before income taxes    $(44,701) $(45,745) $ 31,358 
                                       ========  ========  ======== 


Capital expenditures reconciliation:                                            

                                                                [Download Table]


                                            Year ended December 31 
                                         1999      1998      1997  
                                       --------  --------  --------
                                            (thousands of dollars) 
                                                                   

Capital expenditures for                                           
   reportable segments                 $ 21,574  $ 33,866  $ 27,093
Other capital expenditures                4,348     2,295     4,831
                                       --------  --------  --------
 Total capital expenditures            $ 25,922  $ 36,161  $ 31,924
                                       ========  ========  ========

10-K/A
41st “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 41st
Total assets reconciliation:                                                    

                                                                [Download Table]


                                                 December 31            
                                         1999       1998        1997    
                                       --------   --------    --------  
                                            (thousands of dollars)      
                                                                        

Total assets for reportable segments  $  473,634  $  449,408  $ 500,448 
Other assets                           1,681,376   1,068,875    927,689 
Elimination of intercompany                                             
  receivables                         (1,444,701)   (806,072)  (636,542)
Elimination of investment in                                            
  consolidated subsidiaries             (187,201)   (194,201)  (194,201)
                                      ----------  ----------  --------- 
 Total assets                         $  523,108  $  518,010  $ 597,394 
                                      ==========  ==========  ========= 

Assets dedicated to a particular segment operation are included in that         
segment's total assets.  Assets that benefit both segments or are               
considered corporate assets are not allocated.                                  

Sales and operating revenues by major product:                                  

                                                                [Download Table]

                                     Year ended December 31      
                                  1999        1998        1997   
                               ----------  ----------  ----------
                                   (thousands of dollars)        
                                                                 

Petroleum Products             $1,141,599  $1,140,153  $1,487,067
Convenience store merchandise                                    
   and services                   118,888     112,441     103,679


The Company sells all of its products in the United States.                     

NOTE N--SUBSEQUENT EVENTS                                                       

During 1999, the Company engaged Credit Suisse First Boston (CSFB) to act       
as financial advisor.  CSFB is providing the Company with financial             
advice and assistance in evaluating strategic alternatives to maximize          
the Company's assets in both the refining and retail businesses.  The           
primary objective is to assure that Crown pursues those opportunities           
which best enhance shareholder value.  CSFB is actively engaged in the          
project and meets regularly with the Company's Board of Directors.  On          
March 6, 2000, the Company received a letter from Rosemore, Inc.                
(Rosemore), a Maryland corporation that owns approximately 49% of the           
Company's outstanding Class A common stock and 11% of the Class B common        
stock, proposing that Rosemore would acquire all of the outstanding             
common stock not owned by Rosemore for $8.35 per share, payable in cash.        
Rosemore is controlled by the family of Henry A. Rosenberg, Jr., the            
Company's Chairman, President and Chief Executive Officer.  The Board of        
the Company established a committee of its independent directors (the           
Independent Committee) to review all strategic alternatives.  During the        
Independent Committees consideration of Rosemore's offer, the Company           
received an offer from Apex Oil Company, Inc., (Apex Oil) on March 9,           
2000 to acquire all of the outstanding common stock of the Company not          
owned by Apex Oil for $9.20 per share, payable in cash, subject to the          
satisfactory completion of certain terms and conditions.  Apex Oil owns         
approximately 15% of the Company's outstanding Class A common stock and         
approximately 4% of Class B common stock.  The Independent Committee,           
with the assistance of CSFB and outside counsel, is considering all             
offers received in the course of its review of strategic alternatives to        
enhance shareholder value.  Both offers are currently scheduled to expire       
on April 17, 2000 unless either an offer is otherwise accepted or               
rejected prior to that date.                                                    

[This space intentionally left blank]     

10-K/A
42nd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 42nd
REPORT OF INDEPENDENT AUDITORS                                                  

To the Stockholders                                                             
Crown Central Petroleum Corporation                                             

We have audited the accompanying consolidated balance sheets of Crown           
Central Petroleum Corporation and subsidiaries as of December 31, 1999          
and 1998, and the related consolidated statements of operations, changes        
in common stockholders' equity, and cash flows for each of the three            
years in the period ended December 31, 1999.  These financial statements        
are the responsibility of the Company's management.  Our responsibility         
is to express an opinion on these financial statements based on our             
audits.                                                                         

We conducted our audits in accordance with auditing standards generally         
accepted in the United States.  Those standards require that we plan and        
perform the audit to obtain reasonable assurance about whether the              
financial statements are free of material misstatement.  An audit               
includes examining, on a test basis, evidence supporting the amounts and        
disclosures in the financial statements.  An audit also includes                
assessing the accounting principles used and significant estimates made         
by management, as well as evaluating the overall financial statement            
presentation.  We believe that our audits provide a reasonable basis for        
our opinion.                                                                    

In our opinion, the consolidated financial statements referred to above         
present fairly, in all material respects, the consolidated financial            
position of Crown Central Petroleum Corporation and subsidiaries at             
December 31, 1999 and 1998, and the consolidated results of their               
operations and their cash flows for each of the three years in the period       
ended December 31, 1999, in conformity with accounting principles               
generally accepted in the United States.                                        

                           /s/---Ernst & Young LLP

Baltimore, Maryland                                                             
February 24, 2000                                                               
Except for Note N,                                                              
as to which the date                                                            
is March 28, 2000                                                               

10-K/A
43rd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 43rd
UNAUDITED 
QUARTERLY RESULTS OF OPERATIONS   
Crown Central Petroleum Corporation and Subsidiaries    
(thousands of dollars, except per share amounts)    

                                                                [Download Table]


                               First     Second      Third     Fourth           
                              Quarter    Quarter    Quarter    Quarter          
Yearly                                                                          
                             ---------  ---------  ---------  ---------  -------
----                                                                            
                                                                                

1999                                                                            
----                                                                            
Sales and operating revenues $ 225,165  $ 281,413  $ 359,899  $ 403,704  $      
1,270,181                                                                       
Gross profit                    20,597     20,965     30,011     34,308         
105,881                                                                         
Net loss                       (11,830)   (11,029)    (6,018)    (1,149)        
(30,026)                                                                        
Net loss per share               (1.20)     (1.12)     (0.61)     (0.12)        
(3.04)                                                                          
Net loss per share -                                                            
  assuming dilution              (1.20)     (1.12)     (0.61)     (0.12)        
(3.04)                                                                          

1998                                                                            
----                                                                            
Sales and operating revenues $ 327,639  $ 339,154  $ 312,461  $ 285,063  $      
1,264,317                                                                       
Gross profit                    13,144     36,908     44,250     14,821         
109,123                                                                         
Net (loss) income              (13,743)    (2,151)     3,083    (16,569)        
(29,380)                                                                        
Net (loss) income per share      (1.40)      (.22)       .31      (1.68)        
(2.99)                                                                          
Net (loss) income per share -                                                   
  assuming dilution              (1.40)      (.22)       .31      (1.68)        
(2.99)                                                                          


To conform to the presentation for the year ended December 31, 1999 and         
1998, Sales and operating revenues and Gross profit amounts for the first       
quarter of 1998 have been restated from those amounts originally                
reported.  This restatement had no effect on the Net loss or the Net loss       
per share amounts previously reported.                                          

Gross profit is defined as Sales and operating revenues less Costs and          
operating expenses (including applicable property and other operating           
taxes).                                                                         

Per share amounts are based upon the weighted average number of common          
shares outstanding at the end of each quarter.                                  

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON                          
ACCOUNTING AND FINANCIAL DISCLOSURE                           

The Company has not filed a Form 8-K within the last twenty-four (24)           
months reporting a change of independent auditors or any disagreement           
with the independent auditors.                                                  

10-K/A
44th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 44th
PART III              

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    

Following is a list of Crown Central Petroleum Corporation's directors          
and executive officers, their ages and their positions and offices as of        
March 1, 2000:                                                                  

                                                                [Download Table]


DIRECTORS                                                                       
---------                                                                       

NAME AND AGE ON                       PRINCIPAL OCCUPATION FOR LAST 5 YEARS     
DIRECTOR                                                                        
 MARCH 1, 2000                        DIRECTORSHIPS IN PUBLIC CORPORATIONS      
SINCE                                                                           
---------------                       -------------------------------------     
--------                                                                        
                                                                                
                                                                                
JACK AFRICK (71)                      President and Chief Operating Officer,    
1991                                                                            
                                      North Atlantic Trading Company, Inc.      
                                      since January 1998; Formerly, Vice        
                                      Chairman, UST, Inc.  Also a director      
                                      of Tanger Factory Outlet Centers, Inc.    
                                      and Transmedia Network, Inc.              

GEORGE L. BUNTING (59)                Present and Chief Executive Officer,      
1992                                                                            
                                      Bunting Management Group since July 1991. 
                                      Also a director of Baltimore Equitable    
                                      Society, Guilford Pharmaceuticals Inc.    
                                      and Mercantile Bankshares Corporation.    

MICHAEL F. DACEY (55)                 President, The Evolution Consulting Group,
1991                                                                            
                                      Inc. since March 1995; Formerly, Executive
                                      Vice President, The Chase Manhattan Bank, 
                                      N.A.                                      

THOMAS M. GIBBONS (74)                Retired.  Formerly, Chairman of the Board,
1988                                                                            
                                      Chesapeake and Potomac Telephone          
Companies,                                                                      
                                      part of Bell Atlantic Corporation.        

PATRICIA A. GOLDMAN (57)              Retired.  Formerly, Senior Vice President 
-     1989                                                                      
                                      Corporate Communications, USAir, Inc.     
                                      Also a director of Erie Family Life       
                                      Insurance Company and Erie Indemnity      
Company.                                                                        

WILLIAM L. JEWS (48)                  President and Chief Executive Officer,    
1992                                                                            
                                      CareFirst, Inc. since January 1998;       
                                      President and Chief Executive Officer,    
                                      Blue Cross and Blue Shield of Maryland    
                                      from April 1993 through December 1997.    
                                      Also a director of EcoLab, Inc.; Municipal
                                      Mortgage and Equity, L.L.C. and the Ryland
                                      Group, Inc.                               

THE REVEREND HAROLD RIDLEY, S.J. (60) President, Loyola College in Maryland     
since     1995                                                                  
                                      July 1994.                                

HENRY A. ROSENBERG, JR. (70)          Chairman of the Board and Chief Executive 
1955                                                                            
                                      Officer of the Company since May 1975 and 
                                      President since March 1996.               

10-K/A
45th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 45th
                                                                [Download Table]


EXECUTIVE OFFICERS                                                              
------------------                                                              

NAME AND AGE ON                                                                 
 MARCH 1, 2000                              PRINCIPAL OCCUPATION FOR LAST 5     
YEARS                                                                           
---------------                       ------------------------------------------
-------------                                                                   
                                                                                

HENRY A. ROSENBERG, JR. (70)          Director since 1955, Chairman of the Board
and Chief                                                                       
                                      Executive Officer since May 1975 and also 
President                                                                       
                                      since March 1, 1996.                      

RANDALL M. TREMBLY (53)               Executive Vice President since April 1996;
Senior Vice                                                                     
                                      President - Refining from July 1995 to    
March 1996; Vice                                                                
                                      President - Refining from December 1991 to
June 1995.                                                                      

JOHN E. WHEELER, JR. (47)             Executive Vice President - Chief Financial
Officer since                                                                   
                                      April 1998; Executive Vice President -    
Chief Financial                                                                 
                                      Officer and Treasurer from February 1998  
to April 1998;                                                                  
                                      Senior Vice President - Finance and       
Treasurer from                                                                  
                                      October 1996 to January 1998; Senior Vice 
President -                                                                     
                                      Finance from April 1996 to September 1996;
Senior Vice                                                                     
                                      President - Treasurer and Controller from 
June 1994 to                                                                    
                                      March 1996.                               

THOMAS L. OWSLEY (59)                 Senior Vice President - Legal since May   
1998; Vice                                                                      
                                      President - Legal from April 1983 to May  
1998.                                                                           

J. MICHAEL MIMS (51)                  Senior Vice President - Human Resources   
since May 1998;                                                                 
                                      Vice President - Human Resources from June
1992 to                                                                         
                                      May 1998.                                 

FRANK B. ROSENBERG (41)               Senior Vice President - Marketing since   
April 1996;                                                                     
                                      Vice President - Marketing from January   
1993                                                                            
                                      to March 1996.                            

WILLIAM A. WOLTERS (53)               Senior Vice President - Supply and        
Transportation                                                                  
                                      since December 1988; Vice President -     
Supply and                                                                      
                                      Logistics and Assistant Secretary from    
February                                                                        
                                      1998 to December 1998; General Manager -  
Raw                                                                             
                                      Material Supply and Assistant Secretary   
from                                                                            
                                      September 1985 to January 1998.           

PAUL J. EBNER (42)                    Vice President - Shared Services since    
April 1996;                                                                     
                                      Vice President - Marketing Support        
Services from                                                                   
                                      December 1991 to March 1996.              

JAMES R. EVANS (53)                   Vice President - Retail Marketing since   
June 1996;                                                                      
                                      General Manager of Retail Operations from 
February                                                                        
                                      1995 to May 1996; General Manager of      
Direct                                                                          
                                      Operations from November 1993 to January  
1995.                                                                           

DENNIS W. MARPLE (51)                 Vice President - Wholesale Sales and      
Terminals since                                                                 
                                      January 1996; General Manager - Wholesale 
Sales from                                                                      
                                      February 1995 to December 1995; Vice      
President -                                                                     
                                      LaGloria Supply, Trading and              
Transportation from                                                             
                                      October 1989 to January 1995.             

PHILLIP A. MILLINGTON (46)            Vice President - Treasurer since April    
1998; Chief                                                                     
                                      Financial Officer U.S. Corrections        
Corporation from                                                                
                                      May 1997 to November 1997; Chief Financial
Officer                                                                         
                                      Builders' Supply and Lumber Company, Inc.,
from                                                                            
                                      June 1995 to May 1997; Treasurer Lafarge  
Corporation                                                                     
                                      November 1987 to May 1995.                

DOLORES B. RAWLINGS (62)              Vice President - Secretary since April    
1996; Secretary                                                                 
                                      from November 1990 to March 1996.         

JAN L. RIES (51)                      Corporate Controller since November 1996; 
Marketing                                                                       
                                      Division Controller from January 1992 to  
October                                                                         
                                      1996.                                     

Frank B. Rosenberg, Senior Vice President - Marketing, is the son     
of Henry A. Rosenberg, Jr., Chairman of the Board, President and Chief          
Executive Officer.  There are no other family relationships among the           
directors and the executive officers, and there is no arrangement or            
understanding between any director or officer and any other person              
pursuant to which the director was elected or the officer was selected.         

There have been no events under any bankruptcy act, no criminal       
proceedings and no judgments or injunctions material to the evaluation          
of the ability and integrity of any Director or Executive Officer during        
the past five years.                                                            

10-K/A
46th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 46th
ITEM 11.  EXECUTIVE COMPENSATION                                                

SUMMARY COMPENSATION  TABLE                                                     

The following table sets forth the compensation awarded to, earned by or        
paid to the Chief Executive Officer and the other four most highly              
compensated executive officers for all services rendered in all                 
capacities to the Company and its subsidiaries during the last three            
fiscal years.  The positions shown on the table are those held by the           
officers on December 31, 1999:                                                  

                                                                [Download Table]


                         ANNUAL COMPENSATION                    

     NAME AND                                                   
 PRINCIPAL POSITION               YEAR      SALARY       BONUS  
-------------------------         ----      -------     ------- 
                                                                
Henry A. Rosenberg, Jr.           1999      $600,000            
  Chairman of the Board,          1998       600,000            
  President and Chief             1997       591,000    $321,390
  Executive Officer                                             

Randall M. Trembly                1999      $260,000            
  Executive Vice President        1998       255,008            
                                  1997       236,680    $163,391

John E. Wheeler, Jr.              1999      $255,004            
  Executive Vice President-       1998       241,671            
  Chief Financial Officer         1997       201,672    $ 79,868

Thomas L. Owsley                  1999      $220,008            
  Senior Vice President-          1998       210,008            
  Legal                           1997       188,008    $ 55,514

Frank B. Rosenberg                1999      $195,000            
  Senior Vice President-          1998       185,000            
  Marketing                       1997       160,000    $ 56,983


10-K/A
47th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 47th
                                                                [Download Table]


ANNUAL COMPENSATION  (CONTINUED)                                               

                                            LONG-TERM                          
                                        COMPENSATION AWARDS                    

                              OTHER           SECURITIES           ALL         
     NAME AND                 ANNUAL          UNDERLYING          OTHER        
 PRINCIPAL POSITION        COMPENSATION (a)  OPTIONS/SARS (b)  COMPENSATION (c)
------------------------   ----------------  ----------------  ------------    
                                                                               
Henry A. Rosenberg, Jr.       $ 21,093           148,000           $ 23,975    
  Chairman of the Board,        21,659            43,900             19,847    
  President and Chief           20,519            50,000             20,799    
  Executive Officer                                                            

Randall M. Trembly            $ 18,600            55,000           $ 12,130    
  Executive Vice President      18,600            16,400             12,837    
                                17,250            17,600             12,170    

John E. Wheeler, Jr.          $ 20,817            55,000           $ 12,407    
  Executive Vice President-     21,761            15,500             10,607    
  Chief Financial Officer       18,913             7,800              9,974    

Thomas L. Owsley              $ 18,798            25,000           $ 11,905    
  Senior Vice President-        18,891             7,300             11,641    
  Legal                         17,112             5,800             10,455    

Frank B. Rosenberg            $ 18,537            23,000           $ 10,007    
  Senior Vice President-        19,880             6,500              9,507    
  Marketing                     18,363             6,300              8,228    


[FN]                                                                            

--------------                                                                  

(a)     These amounts include automobile allowances, gasoline                   
allowances, and the tax gross-ups applicable to the gasoline allowances.        
Perquisites below the required reporting levels are not included in this        
table.                                                                          

(b)     The 1999 grants are Appreciation Units, and the 1998 and the            
1997 grants are stock options for the purchase of shares of Class B             
Common Stock.                                                                   

(c)     These amounts include imputed income related to excess life             
insurance, payments for executive medical insurance and the Company's           
matching payments under the Savings Plans.  In 1999, the imputed income         
for Mr. Henry A. Rosenberg, Jr. was $12,768; for Mr. Trembly, $552 and          
for Mr. Owsley, $898. The executive medical payments for each of the            
officers listed in the table were $2,207. The Company's matching                
payments under the Savings Plans were for Mr. Henry A. Rosenberg, Jr.,          
$9,000; for Mr. Trembly, $9,371; for Mr. Wheeler, $10,200; for Mr.              
Owsley, $8,800 and for Mr. Frank B. Rosenberg, $7,800.                          

</FN>                                                                           

     [This space intentionally left blank]

10-K/A
48th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 48th
                                                                [Download Table]


                         SAR GRANTS IN LAST FISCAL YEAR                   
                                INDIVIDUAL GRANTS                         
                         ------------------------------                   

                                      % OF TOTAL                          
                           NUMBER OF     SARs                             
                           SECURITIES  GRANTED TO                         
                           UNDERLYING  EMPLOYEES                          
                              SARs     IN FISCAL   BASE        EXPIRATION 
     NAME                  GRANTED(A)    YEAR     PRICE           DATE    
-----------------------    ----------  ---------- ------     -------------
                                                                          
Henry A. Rosenberg, Jr.     148,000     29.51     $14.91     Dec. 31, 2001

Randall M. Trembly           55,000     10.96      14.91     Dec. 31, 2001

John E. Wheeler, Jr.         55,000     10.96      14.91     Dec. 31, 2001

Thomas L. Owsley             25,000      4.98      14.91     Dec. 31, 2001

Frank B. Rosenberg           23,000      4.59      14.91     Dec. 31, 2001


[FN]                                                                            
---------------------                                                           
(a)  All of the securities shown are for Appreciation Units granted under       
the Company's 1999 Long-Term Incentive Plan.  The value of the Appreciation     
Unit is equal to the excess of the average fair market value of the             
Company's Class B Common Stock during the last thirty days of the               
performance period which began on January 1, 1999 and ends on December 31,      
2001 over the fair market value of the stock in the three calendar years        
preceding the performance period which was $14.91 per share.  There is no       
potential realizable value of the Appreciation Units at assumed annual rate     
of stock price appreciation of either 5% per year or 10% per year for the       
three year term of the 1999 Long-Term Incentive Plan.                           

</FN>                                                                           

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR 
AND FISCAL YEAR-END OPTION/SAR VALUES(a)  

                                                                [Download Table]


                                      NUMBER OF SECURITIES              
                                     UNDERLYING UNEXERCISED             
                                     OPTIONS/SARs AT FY-END             
                                EXERCISABLE             UNEXERCISABLE   
                              ----------------         ---------------- 
       NAME                   OPTIONS     SARS         OPTIONS    SARS  
-----------------------       -------     ----         -------  --------
                                                                        
Henry A. Rosenberg, Jr.       192,126       --          45,934   148,000

Randall M. Trembly             55,669       --          16,801    55,000

John E. Wheeler, Jr.           45,046       --          12,934    55,000

Thomas L. Owsley               37,319       --           6,801    25,000

Frank B. Rosenberg             35,346       --           6,434    23,000


[FN]                                                                            
---------------                                                                 
(a)     The Options are for the purchase of Class B Common Stock.  There were   
no unexercised in-the-money Options or SARs at fiscal year end.                 
</FN>                                                                           

10-K/A
49th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 49th
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR(a) 

                                                                [Download Table]


      NAME                     NUMBER OF  UNITS         PERFORMANCE PERIOD
-----------------------        ----------------         ------------------
                                                                          
Henry A. Rosenberg, Jr.           148,000               January 1, 1999   
                                                        December 31, 2001 

Randall M. Trembly                 55,000               January 1, 1999   
                                                        December 31, 2001 

John E. Wheeler, Jr.               55,000               January 1, 1999   
                                                        December 31, 2001 

Thomas L. Owsley                   25,000               January 1, 1999   
                                                        December 31, 2001 

Frank B. Rosenberg                 23,000               January 1, 1999   
                                                        December 31, 2001 

[FN]                                                                            

-------------                                                                   
(a)     All of the units listed are Appreciation Units granted under the        
Company's 1999 Long Term Incentive Plan.  The value of the Appreciation         
Unit is equal to the excess of the average fair market value of the             
Company's Class B Common Stock during the last thirty days of the               
performance period which began on January 1, 1999 and ends on December 31,      
2001 over the fair market value of the stock in the three calendar years        
preceding the performance period which was $14.91 per share.                    

</FN>                                                                           

                                                                [Download Table]


                           PENSION PLAN TABLE (a)                               
                           ----------------------                               

                                      YEARS OF SERVICE                          
REMUNERATION      15       20        25         30         35         40        
45                                                                              
------------  --------  --------  --------   --------   --------   --------   --
------                                                                          
                                                                                
                                                                                
$ 150,000     $ 54,000  $ 72,000  $ 94,500   $117,000   $139,500   $162,000     
$184,500                                                                        

  200,000       72,000    96,000   126,000    156,000    186,000    216,000     
246,000                                                                         

  250,000       90,000   120,000   157,500    195,000    232,500    270,000     
307,500                                                                         

  300,000      108,000   144,000   189,000    234,000    279,000    324,000     
369,000                                                                         

  400,000      144,000   192,000   252,000    312,000    372,000    432,000     
492,000                                                                         

  500,000      180,000   240,000   315,000    390,000    465,000    540,000     
615,000                                                                         

  600,000      216,000   288,000   378,000    468,000    558,000    648,000     
738,000                                                                         


[FN]                                                                            

------------------                                                              
(a)     The table above reflects the retirement benefits (life annuity with     
60 months certain) which would be payable under the Company's Retirement        
Plan at various base salary levels and years of service projected to normal     
retirement. The table assumes that the participant has earned the annual        
remuneration shown in the table in every year of credited service. The          
Retirement Plan is a career average plan with benefits based on taxable         
compensation.  Limitations imposed by the Internal Revenue Code or any          
other statute are not reflected in the table since the Company's                
Supplemental Retirement Income Plan for Senior Executives is designed to        
provide or restore to participants the benefits that would have been            
received under the Retirement Plan if calculated without regard to such         
limitations.  All officers at the Vice President level and above                
participate in the Supplemental Retirement Income Plan. Mr. Henry A.            
Rosenberg, Jr.'s normal retirement date was December 1, 1994.  His credited     
service at that time was 42 years and 4 months. The estimated credited          
service projected to normal retirement for the other current executives         
listed in the Summary Compensation Table is: Mr. Trembly, 27 years and 10       
months; Mr. Wheeler, 41 years and 8 months; Mr. Owsley, 23 years and 6          
months and Mr. Frank B. Rosenberg, 38 years and 7 months.                       
</FN>                                                                           

10-K/A
50th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 50th
COMPENSATION OF DIRECTORS.  Each director who is not an employee of the         
Company or a subsidiary of the Company is paid $12,000 per year for             
serving as a director and a meeting fee of $750, plus travel expenses, for      
attendance at each meeting. Each non-employee director who is a member of       
any standing committee of the Board of Directors other than the Executive       
Committee is paid $3,000 per year for serving on each such committee.  The      
chairman of any committee other than the Executive Committee is paid a fee      
of $1,000 for serving in that capacity.  Directors who are employees            
receive no separate compensation for serving on the Board, on any Board         
committee or as chairman of any committee.                                      

CONSULTING AGREEMENT.  Effective November 1, 1993, Mr. Africk became a          
general business adviser and consultant to the Company for which he is          
paid a consultancy fee of $3,000 per month. His work in this capacity is        
in addition to his service as a director, and as a member of the                
Executive, the Executive Compensation and Bonus and the Nominating              
Committees.                                                                     

CHANGE OF CONTROL ARRANGEMENTS.  All current officers at the Vice               
President level and above have been designated as participants in the           
Executive Severance Plan (the "Severance Plan"); however, Mr. Henry A.          
Rosenberg, Jr. voluntarily withdrew from the Severance Plan in 1998.            
Under the Severance Plan, as amended, if a participant is terminated            
without good reason within two years of a change of control, as defined in      
the Severance Plan, the participant receives credit for enhanced age and        
service under the Supplemental Retirement Plan for Senior Executives (the       
"SRI Plan") and the immediate payment of SRI Plan benefits.  In                 
addition, the participant receives a payment of three times the                 
executive's annual salary, full payment under the annual Performance            
Incentive Plan, an additional contribution equal to a three-year Company        
match for participants in the Savings Plans, the continuation of certain        
welfare benefits for a three-year period, a payment equal to the excise         
tax on the basic severance benefits and certain other miscellaneous             
benefits.  The Board of Directors adopted the Severance Plan, which it          
views as a typical executive benefit, to help insure stability and              
continuity of employment of key management personnel at the time of a           
proposed or threatened change of control, if any.                               

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.  Mr. Gibbons       
serves as Chairman and Ms. Goldman and Messrs. Africk and Jews are members      
of the Executive Compensation and Bonus Committee. As previously noted,         
Mr. Africk has a consulting agreement with the Company.  There are no           
Compensation Committee Interlocks.                                              

[This space intentionally left blank]                                           

10-K/A
51st “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 51st
Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL                              
OWNERS AND MANAGEMENT                                       

OWNERS OF MORE THAN FIVE PERCENT.  The following table sets forth the class     
of shares of the Company's stock, and the amount and percentage of that         
class, owned by all persons known by the Company to be the beneficial           
owners of more than 5% of the shares of any class of the Company's stock on     
December 31, 1999:                                                              

                                                                [Download Table]


NAME AND ADDRESS                                                     PERCENT 
OF BENEFICIAL OWNER             TITLE OF CLASS         AMOUNT        OF CLASS
--------------------------      ---------------      ----------      --------
                                                                             
Rosemore "Group" (a)              Class A Stock       2,401,232       49.85  
One North Charles Street          Class B Stock         917,051       16.73  
Suite 2300                                                                   
Baltimore, MD  21201                                                         

Novelly  "Group" (b)              Class A Stock         708,375        14.70 
8182 Maryland Avenue              Class B Stock         182,800         3.48 
St. Louis, MO  63105                                                         

Dimensional Fund Advisors Inc.(c) Class A Stock         288,850         6.00 
1299 Ocean Avenue, 11th Floor     Class B Stock         291,100         5.54 
Santa Monica, California 90401                                               

Heartland Advisors, Inc. (c)      Class B Stock         900,000        17.24 
789 North Water Street                                                       
Milwaukee, WI 53202                                                          

Franklin Resources, Inc. (c)      Class B Stock         309,600         5.89 
777 Mariners Island Boulevard                                                
P.O. Box 7777                                                                
San Mateo, CA 94403                                                          


[FN]                                                                            

---------------                                                                 
(a)     See Part III, Item 13 "Certain Relationships and Related                
Transactions" for a description of the Rosemore "Group".                        
Rosemore Holdings is the holder of 2,366,526 shares of Class A                  
Common Stock and 591,629 shares of Class B Common Stock, and other              
members of the Rosemore Group are the holders of  34,706 shares of              
Class A Common Stock and 325,422 shares of Class B Common Stock.                
The Class B Common Stock shown in the table includes 82,270 shares              
of stock granted to members of the Rosemore Group as PVR Stock                  
under the 1994 Long-Term Plan and 227,472 shares that members of                
the Rosemore Group have a right to acquire pursuant to Options                  
granted under the 1994 Long-Term Plan that vested on or before                  
March 1, 2000 ("Vested Options").  The percentage calculation is                
based on the shares outstanding plus the shares that may be                     
acquired pursuant to Vested Options granted to members of the                   
Rosemore Group.                                                                 

(b)     This information was obtained from a report on Schedule 13D             
dated January 14, 1983 and Amendment No. 11 dated November 8, 1999,             
which were filed with the Securities and Exchange Commission (the               
"Commission"). The Novelly Exempt Trust and others acknowledge                  
that they are a "group" as that term is used in Section 13(d)(3)                
of the Exchange Act.                                                            

(c)     Information concerning the stock holdings of Dimensional                
Fund Advisors Inc., Heartland Advisors, Inc., and Franklin                      
Resources, Inc. was obtained from reports on Schedule 13G and                   
amendments to those schedules that have been filed with the                     
Commission. Each of these three entities reports that it is                     
registered as an investment adviser.  The percentage calculation                
for each is based on the shares outstanding as shown on the                     
Company's financial statements for the fiscal year ended December               
31, 1999.                                                                       

See Part II, Item 8. Financial Statements and Supplementary Data,               
Notes to Consolidated Financial Statements.  Note N - Subsequent                
Events for a description of proposals by Rosemore, Inc. and by Apex             
Oil Company, Inc., an affiliate of the Novelly Group, to acquire                
the Company.                                                                    

</FN>                                                                           

10-K/A
52nd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 52nd
DIRECTORS AND OFFICERS.  The following table sets forth the number              
of shares of each class of the Company's stock and the percentage               
of each class owned by each of the directors, by certain executive              
officers and by all directors and officers as a group on December               
31, 1999:                                                                       

                                                                [Download Table]


                                      SHARES OF SECURITIES BENEFICIALLY OWNED 
                                              ON DECEMBER 31, 1999 (a)        
                                   CLASS A COMMON STOCK   CLASS B COMMON STOCK
     NAME                          AMOUNT         %        AMOUNT        %    
---------------------            ----------      -----   ----------    -----  
                                                                              

Jack Africk                              --         --          500       (b) 

George L. Bunting, Jr.                   --         --        1,000       (b) 

Michael F. Dacey                      1,000         (b)          --        -- 

Thomas M. Gibbons                       200         (b)          --        -- 

Patricia A. Goldman                     100         (b)          --        -- 

William L. Jews                          --         --          200       (b) 

Thomas L. Owsley                        100         (b)      48,105(c)    (b) 

Rev. Harold Ridley, S.J.                 --         --          100       (b) 

Frank B. Rosenberg                    1,863         (b)      47,790(c)    (b) 

Henry A. Rosenberg, Jr. (d)       2,399,369      49.81      869,261     16.55 

Randall M. Trembly                   11,774         (b)      90,184(c)   1.70 

John E. Wheeler, Jr.                  3,264         (b)      64,413(c)   1.22 

All Directors, and                2,423,896      50.32    1,280,739(e)  22.31 
Officers as a group                                                           
including those listed                                                        
above (19 individuals)                                                        


[FN]                                                                            

----------------------                                                          

(a)      Each director holds sole voting and investment power over the          
shares listed except for Mr. Dacey who hold his stock jointly with his          
wife; however, in one or more cases the stock may be registered in the          
name of a trust or retirement fund for the benefit of the director.             
In the case of officers of the Company, the table includes interest in          
shares held by the trustee under the Savings Plans, the Class B Common          
Stock granted as PVR Stock under the 1994 Long-Term Plan (but not               
shares of PVR stock granted but subsequently forfeited) and shares              
subject to Options.  See footnote(c).                                           

(b)      Represents less than one percent of the shares outstanding.            

(c)      Includes Vested Options as follows:  Mr. Owsley, 37,319;               
Mr. Frank B. Rosenberg, 35,346 shares; Mr. Trembly, 55,669 shares and           
Mr. Wheeler, 45,046 shares.  The percentage calculations are based on           
the shares outstanding plus the shares that may be acquired pursuant            
to the Vested Options granted to the executive.                                 

(d)      Mr. Henry A. Rosenberg, Jr. is Chairman of the Board of                
Rosemore, Inc. The shares listed are the shares owned by the Rosemore           
Group other than shares reported separately in the table as owned by            
Frank B. Rosenberg.  Of the shares listed above, Mr. Rosenberg holds            
22,525 shares of Class A Common Stock and 273,070 shares (including             
PVR Stock) of Class B Common Stock individually and in the Company's            
Savings Plans.  The Class B Common Stock shown on the table also                
includes 192,126 shares that may be acquired by Mr. Rosenberg upon the          
exercise of Vested Options granted under the Long-Term Plan.  The               
percentage calculation is based on the shares outstanding plus the              
shares that may be acquired pursuant to Vested Options granted to               
members of the Rosemore Group other than Frank B. Rosenberg.                    

(e)       Includes 485,759 shares that may be acquired pursuant to              
Vested Options granted under the 1994 Long-Term Plan or under the 1995          
Management Stock Option Plan.  The percentage calculation is based on           
the shares outstanding plus the shares that may be acquired pursuant            
to Vested Options.                                                              

</FN>                                                                           

10-K/A
53rd “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 53rd
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

ROSEMORE.  Rosemore Holdings, Inc. ("Rosemore Holdings"), a Maryland            
corporation and a wholly owned subsidiary of Rosemore, Inc., a                  
Maryland corporation, owns directly over 49% of the Company's Class A           
Common Stock and over 11% of the Company's Class B Common Stock.                
Trusts for the benefit of Henry A. Rosenberg, Jr. and for members of            
his immediate family and for the benefit of his sisters, Ruth R.                
Marder and Judith R. Hoffberger and for members of their immediate              
families, hold all of the Rosemore stock.  Rosemore, Rosemore Holdings          
and various individuals who are beneficial owners of Rosemore stock             
are a "group" as that term is used in Section 13(d)(3) of the                   
Securities Exchange Act of 1934 (the "Exchange Act"); and                       
accordingly, the Rosemore Group has filed Schedule 13D's to report              
their holdings of Class A and Class B Common Stock.                             

In early 1999 Rosemore agreed to participate in the Company's working           
capital and letter of credit facility established pursuant to a Loan            
and Security Agreement by and among Congress Financial Corporation, as          
Administrative Agent for First Union National Bank and Congress                 
Financial Corporation, as Lenders, and Crown and various Crown                  
subsidiaries, as Borrowers.  Rosemore's participation resulted in an            
increased credit limit under this facility.  Rosemore is compensated            
at competitive rates for its participation in the facility.                     

The Company terminated its aircraft lease with General Electric                 
Capital Corporation in early 1999.  Rosemore subsequently entered into          
an aircraft lease with General Electric Capital Corporation. Crown              
then assigned its lease with the Maryland Aviation Administration of            
hangar space at Martin State Airport to Rosemore, and Rosemore has              
purchased from the Company the leasehold improvements, furniture and            
various supplies and spare parts formerly used by the Company in                
connection with its operation of the aircraft and the related charter           
activities.                                                                     

During the first quarter of 2000, the Company negotiated agreements             
with Rosemore whereby Rosemore will provide up to $66 million in                
performance guarantees relative to the Company's purchase of crude              
oil, feedstock and other petroleum products and up to $10 million in            
cash borrowing availability.  Rosemore will be compensated at                   
competitive rates for its performance guarantees and cash borrowing             
availability.                                                                   

Consulting Agreement.  Mr. Africk's Consulting Agreement with the               
Company is described in Item 11.  Executive Compensation.                       

[This space intentionally left blank]                                           

10-K/A
54th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 54th
PART IV                 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS                  
ON FORM 8-K                                                 

(a) (1) LIST OF FINANCIAL STATEMENTS                                            

The following Consolidated Financial Statements of Crown Central                
Petroleum Corporation and Subsidiaries, are included in Item 8 on pages         
19 through 40 of this report:                                                   

-  Consolidated Statements of Operations -- Years ended December 31,        
1999, 1998 and 1997                                                   

-  Consolidated Balance Sheets -- December 31, 1999 and 1998                

-  Consolidated Statements of Changes in Common Stockholders'               
Equity -- Years ended December 31, 1999, 1998 and 1997                

-  Consolidated Statements of Cash Flows -- Years ended December 31,        
1999, 1998 and 1997                                                   

-  Notes to Consolidated Financial Statements -- December 31, 1999          

(a) (2) LIST OF FINANCIAL STATEMENT SCHEDULES                                   

The schedules for which provision is made in the applicable accounting          
regulation of the Securities and Exchange Commission are not required           
under the related instructions or are inapplicable and, therefore, have         
been omitted.                                                                   

(a) (3) and (c) LIST OF EXHIBITS                                                

EXHIBIT                                                                         
NUMBER                                                                          
-------                                                                         

3    ARTICLES OF INCORPORATION AND BYLAWS                                     

(a)  Amended and Restated Charter of Crown Central Petroleum                  
Corporation was previously filed with the Registrants' Proxy        
Statement dated March 15, 1996 for the Annual Meeting of            
Shareholders held on April 25, 1996 as Exhibit A of Appendix A,     
herein incorporated by reference.                                   

(b)  Bylaws of Crown Central Petroleum Corporation as amended and             
restated at July 30, 1998 was previously filed with the             
Registrant's Form 10-Q for the quarter ended June 30, 1998 as       
Exhibit 3, herein incorporated by reference.                        

(c)  Articles Supplementary setting forth the designation, preferences        
and rights of the Series A Junior Participating Preferred Stock     
and the Series B Junior Participating Preferred Stock of Crown      
Central Petroleum Corporation dated February 1, 2000, previously    
filed as Exhibit 1 to the Form 8-A filed by the Company on          
February 3, 2000 registering the Series A Rights and the Series B   
Rights under the Exchange Act and incorporated herein by            
reference.                                                          

4    INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING           
INDENTURES                                                          

(a)  Loan and Security Agreement effective as of December 10, 1998            
between the Registrant and Congress Financial Corporation, herein   
incorporated by reference.                                          

(b)  Amendment No. 1, effective as of March 29, 1999, to the Loan and         
Security Agreement effective as of December 10, 1998 between the    
Registrant and Congress Financial Corporation previously filed      
with the Registrant's Form 10-Q for the quarter ended March 31,     
1999 as Exhibit 10(a), herein incorporated by reference.            

(c)  Second Amendment, effective as of August 1, 1999, to the Loan and        
Security Agreement effective as of December 10, 1998 between the    
Registrant and Congress Financial Corporation previously filed      
with the Registrant's Form 10-Q for the quarter ended               
September 30, 1999 as Exhibit 10, herein incorporated by            
reference.                                                          

(d)  Third Amendment, effective as of March 16, 2000, to the Loan and         
Security Agreement effective as of December 10, 1998 between the    
Registrant and Congress Financial Corporation                       

10-K/A
55th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 55th
(e)  Form of Indenture for the Registrant's 10 7/8% Senior Notes due          
2005 filed on January 17, 1995 as Exhibit 4.1 of Amendment No. 3    
to Registration Statement on Form S-3, Registration No. 33-56429,   
herein incorporated by reference.                                   

(f)  First Supplemental Indenture, effective as of December 2, 1998,          
to the Indenture for the Registrant's 10 7/8% Senior Notes due      
2005, was previously filed as Exhibit 4(f) with the Registrant's    
Form 10-K for the year ended December 31, 1998, herein              
incorporated by reference.                                          

(g)  Rights Agreement dated as of February 1, 2000 between the Company        
and First Union National Bank, as Rights Agent, previously filed    
as Exhibit 1 to the Form 8-A filed by the Company on February 3,    
2000 registering the Series A Rights and the Series B Rights        
under the Exchange Act and incorporated herein by reference.        

10   MATERIAL CONTRACTS                                                       

(a)  Crown Central Petroleum Corporation Retirement Plan effective as         
of July 1, 1993, was previously filed with the Registrant's Form    
10-K for the year ended December 31, 1993 as Exhibit 10(a),         
herein incorporated by reference.                                   

(b)  First Amendment effective as of January 1, 1994 to the Crown             
Central Petroleum Corporation Retirement Plan was previously        
filed with the Registrant's Form 10-K for the year ended            
December 31, 1997 as Exhibit 10(b), herein incorporated by          
reference.                                                          

(c)  Second Amendment effective as of June 29 1995 to the Crown               
Central Petroleum Corporation Retirement Plan was previously        
filed with the Registrant's Form 10-K for the year ended            
December 31, 1997 as Exhibit 10(c), herein incorporated by          
reference.                                                          

(d)  Third Amendment effective as of December 18, 1997 to the Crown           
Central Petroleum Corporation Retirement Plan was previously        
filed with the Registrant's Form 10-K for the year ended            
December 31, 1997 as Exhibit 10(d), herein incorporated by          
reference.                                                          

(e)  Supplemental Retirement Income Plan for Senior Executives as             
Restated effective September 26, 1996 was previously filed with     
the Registrant's Form 10-Q for the quarter ended September 30,      
1996 as Exhibit 10(b), herein incorporated by reference.            

(f)  Employee Savings Plan as amended and restated effective                  
January 1, 1987 was previously filed with the Registrant's Form     
10-K for the year ended December 31, 1995 as Exhibit 10(c),         
herein incorporated by reference.                                   

(g)  Amendment effective as of September 26, 1996 to the Crown Central        
Petroleum Employees Savings Plan was previously filed with the      
Registrant's Form 10-Q for the quarter ended September 30, 1996     
as Exhibit 10(c), herein incorporated by reference.                 

(h)  Amendment effective as of June 26, 1997 to the Crown Central             
Employees Savings Plan was previously filed with the Registrant's   
Form 10-K for the year ended December 31, 1997 as Exhibit 10(h),    
herein incorporated by reference.                                   

(i)  Fourth Amendment, effective as of June 25, 1998, to the Crown            
Central Petroleum Corporation Employees Savings Plan was            
previously filed with the Registrant's Form 10-Q for the quarter    
ended June 30, 1998 as Exhibit 10, herein incorporated by           
reference.                                                          

(j)  Crude oil processing agreement between the Registrant and Statoil        
Marketing and Trading (US) Inc. was previously filed with the       
Registrant's Form 10-Q for the quarter ended September 30, 1998     
as Exhibit 10, herein incorporated by reference.  Certain           
portions of the Agreement have been omitted because of their        
confidential nature, and have been filed separately with the        
Securities and Exchange Commission marked "Confidential             
Treatment".                                                         

(k)  Directors' Deferred Compensation Plan adopted on August 25, 1983         
was previously filed with the Registrant's Form 10-Q for the        
quarter ended September 30, 1983 as Exhibit 19(b), herein           
incorporated by reference.                                          

(l)  The 1994 Long-Term Incentive Plan, as amended and restated               
effective as of December 17, 1998, was previously filed as          
Exhibit 10(l) with the Registrant's Form 10-K for the year          
ended December 31, 1998, herein incorporated by reference.          

(m)  Amendment, effective as of March 25, 1999 to the Crown Central           
Petroleum Corporation 1994 Long-Term Incentive Plan, as amended     
and restated, was previously filed as Exhibit 10(m) with the        
Registrant's Form 10-K for the year ended December 31, 1998,        
herein incorporated by reference.                                   

(n)  Executive Severance Plan, as amended and restated effective as of        
December 17, 1998, was previously filed as Exhibit 10(n) with the   
Registrant's Form 10-K for the year ended December 31, 1998,        
herein incorporated by reference.                                   

(o)  The 1995 Management Stock Option Plan filed on April 28, 1995 as         
Exhibit 4 of Registration Statement on Form S-8, Registration No.   
33-58927, herein incorporated by reference.                         

(p)  Advisory and Consultancy Agreement dated October 28, 1993 between        
Jack Africk, Director and Crown Central Petroleum Corporation was   
previously filed with the Registrant's Form 10-Q for the quarter    
ended September 30, 1994 as Exhibit 99, herein incorporated by      
reference.                                                          

(q)  Employees Supplementary Savings Plan filed on February 27, 1995          
as Exhibit 4 of Registration Statement on Form S-8, Registration    
No. 33-57847, herein incorporated by reference.                     

(r)  1999 Long-term Incentive Plan                                            

10-K/A
56th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 56th
21   SUBSIDIARIES OF THE REGISTRANT                                           
Exhibit 21 is included on page 54 of this report.                   

23   CONSENT OF INDEPENDENT AUDITORS                                          
Exhibit 23 is included on page 55 of this report.                   

24   POWER OF ATTORNEY                                                        
Exhibit 24 is included on page 56 of this report.                   

27   FINANCIAL DATA SCHEDULE                                                  
(a)   December 31, 1999                                             
(b)   December 31, 1998 - as revised                                

99   Form 11-K will be filed under cover of Form 10-K/A by June 29,           
2000.                                                               

(B) REPORTS ON FORM 8-K                                                       

There were no reports filed on Form 8-K for the three months ended    
December 31, 1999.  Reports filed on Form 8-K during the period       
from January 1, 2000 to March 28, 2000 are as follows:                

Form 8-K dated February 3, 2000                                       
  Item 5. Other Events -- Adoption of Shareholders' Rights
Plan                                              
 Item 7. Financial Statements and Exhibits - Exhibit No.
3(i) Articles Supplementary setting forth the     
     designation, preferences and rights of the Series A and
    Series B Junior Participating Preferred stock of Crown
   Central Petroleum Corporation dated February 1, 2000;
    Exhibit No. 4 Rights Agreement dated as of February 1,
2000; and Exhibit No. 99 Press Release relating to
adoption of Shareholders' Rights Plan.            
Form 8-K dated March 7, 2000                                
 Item 5. Other Events - Proposal Received from Rosemore,
Inc.                                              
 Item 7. Financial Statements and Exhibits - Exhibit No.
  99.1 Proposal received from Rosemore and Exhibit No.
   99.2 Press Release relating to the Rosemore proposal.

Form 8-K dated March 10, 2000                               
Item 5. Other Events - Proposal Received from Apex Oil
Company, Inc.                                     
 Item 7. Financial Statements and Exhibits - Exhibit No.
   99.1 Proposal received from Apex and Exhibit No. 99.2
Press Release relating to the Apex proposal.      

Form 8-K dated March 13, 2000                               
Item 5. Other Events - Rosemore's Extension of the    
expiration date on its March 6, 2000 proposal.    
 Item 7. Financial Statements and Exhibits - Exhibit No.
  99.1 Proposal received from Rosemore and Exhibit No.
 99.2 Press Release relating to the extension of the
Rosemore proposal.                                

Form 8-K dated March 17, 2000                               
  Item 5. Other Events - Extension of the expiration dates
of the, Apex Oil Company and Rosemore proposals.  
  Item 7.  Financial Statements and Exhibits - Exhibit No.
      99.1 Press release relating to the extension of the Apex
     proposal and Exhibit No. 99.2 Press Release relating to
the extension of the Rosemore proposal.           

NOTE: Certain exhibits listed on pages 51 through 53 of this report and         
filed with the Securities and Exchange Commission, have been omitted.           
Copies of such exhibits may be obtained from the Company upon written           
request, for a prepaid fee of 25 cents per page.                                

10-K/A
57th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 57th
                                            EXHIBIT 21

SUBSIDIARIES              

1. SUBSIDIARIES AS OF DECEMBER 31, 1999, WHICH ARE CONSOLIDATED IN THE          
FINANCIAL STATEMENTS OF THE REGISTRANT; EACH SUBSIDIARY IS 100%           
OWNED EITHER DIRECTLY OR THROUGH A SUBSIDIARY (EXCEPT FOR DIRECTOR        
QUALIFYING SHARES) AND IS QUALIFIED TO DO BUSINESS UNDER ITS OWN          
NAME.                                                                     

                                                                [Download Table]


 SUBSIDIARY                                   NATION OR STATE     
                                              OF INCORPORATION    

                                                                  
Continental American Corporation              Delaware            
Crown Central Holding Corporation             Maryland            
Crown Central International (U.K.), Limited   United Kingdom      
Crown Central Pipe Line Company               Texas               
Crown Gold, Inc.                              Maryland            
The Crown Oil and Gas Company                 Maryland            
Crown-Rancho Pipe Line Corporation            Texas               
Crown Stations, Inc.                          Maryland            
Crowncen International N.V.                   Netherlands Antilles
Fast Fare, Inc.                               Delaware            
F Z Corporation                               Maryland            
Health Plan Administrators, Inc.              Maryland            
La Gloria Oil and Gas Company                 Delaware            
Locot, Inc.                                   Maryland            
McMurrey Pipe Line Company                    Texas               
Mollies Properties, Inc.                      Maryland            
Tiara Insurance Company                       Vermont             
T. B. & Company, Inc.                         Maryland            


10-K/A
58th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 58th
                                                  EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS           

We consent to the use of our report dated February 24, 2000, except for         
Note N, as to which the date is March 28, 2000, with respect to the             
consolidated financial statements of Crown Central Petroleum Corporation        
and Subsidiaries for the year ended December 31, 1999 included in this          
Form 10-K/A.                                                                    

We consent to the incorporation by reference in the Registration                
Statement (Form S-8 No. 33-53457) pertaining to the 1994 Long-Term              
Incentive Plan and Employees Savings Plan and the Registration Statement        
(Form S-8 No. 33-57847) pertaining to the Employees Supplemental Savings        
Plan and the Registration Statement (Form S-8 No. 33-58927) pertaining          
to the 1995 Management Stock Option Plan of Crown Central Petroleum             
Corporation and Subsidiaries of our report dated February 24, 2000,             
except for Note N, as to which the date is March 28, 2000, with respect         
to the consolidated financial statements of Crown Central Petroleum             
Corporation and Subsidiaries included in this Form 10/KA for the year           
ended December 31, 1999.                                                        

                                                          /s/--ERNST & YOUNG LLP

Baltimore, Maryland                                                             
April 20, 2000                                                                  

10-K/A
59th “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 59th
                                                  EXHIBIT 24

POWER OF ATTORNEY             

We, the undersigned officers and directors of Crown Central Petroleum           
Corporation hereby severally constitute Henry A. Rosenberg, Jr., John           
E. Wheeler, Jr., Jan L. Ries and Thomas L. Owsley, and each of them             
singly, our true and lawful attorneys with full power to them and each          
of them to sign for us in our names and in the capacities indicated             
below this Report on Form 10-K for the fiscal year ended December 31,           
1999 pursuant to the requirements of Section 13 or 15(d) of the                 
Securities Exchange Act of 1934 and all amendments thereto.                     

                                                                [Download Table]


SIGNATURE                                TITLE                                  
DATE                                                                            
                                                                                

/s/---Henry A, Rosenberg, Jr.            Chairman of the Board, President       
2/24/00                                                                         
Henry A. Rosenberg, Jr.                  and Chief Executive Officer            
                                         (Principal Executive Officer)          

/s/---Jack Africk                        Director                               
2/24/00                                                                         
Jack Africk                                                                     

/s/---George L. Bunting, Jr.             Director                               
2/24/00                                                                         
George L. Bunting, Jr.                                                          

/s/---Michael F. Dacey                   Director                               
2/24/00                                                                         
Michael F. Dacey                                                                

/s/---Thomas M. Gibbons                  Director                               
2/24/00                                                                         
Thomas M. Gibbons                                                               

/s/---Patricia A. Goldman                Director                               
2/24/00                                                                         
Patricia A. Goldman                                                             

/s/---William L. Jews                    Director                               
2/24/00                                                                         
William L. Jews                                                                 

/s/---Harold E. Ridley, Jr.              Director                               
2/24/00                                                                         
Reverend Harold E. Ridley, Jr., S.J.                                            

/s/---John E. Wheeler, Jr.               Executive Vice President -             
2/24/00                                                                         
John E. Wheeler, Jr.                     Chief Financial Officer                
                                         (Principal Financial Officer)          

/s/---Jan L. Ries                        Controller                             
2/24/00                                                                         
Jan L. Ries                             (Chief Accounting Officer)              

10-K/A
Last “Page” of 60
TOC
1st
Previous
Next
↓Bottom
Just 60th

SIGNATURES    

Pursuant to the requirements of Section 13 or 15(d) of the Securities           
Exchange Act of 1934, the Registrant has duly caused this Amendment on Form     
10-K/A to its Annual Report on Form 10-K to be signed on its behalf by the      
undersigned, thereunto duly authorized.                                         

                     CROWN CENTRAL PETROLEUM CORPORATION

        By:  /s/---Jan L. Ries
               -----------------------------
Jan L. Ries   
                 Controller and Chief Accounting
Officer       

Date: April 20, 2000                                                            

Pursuant to the requirements of the Securities Exchange Act of 1934, this       
report has been signed below on April 20, 2000 by the following persons on      
behalf of the registrant and in the capacities indicated:                       

*                                    *                  
--------------------------------       ----------------------------------       
Jack Africk, Director                  Patricia A. Goldman, Director            

*                                    *                  
--------------------------------       ----------------------------------       
George L. Bunting, Jr., Director       William L. Jews, Director                

*                                    *                  
--------------------------------       ----------------------------------       
Michael F. Dacey, Director             Rev. Harold E. Ridley, Jr., S.J.,        
      Director

*                                    *                  
--------------------------------       ----------------------------------       
Thomas M. Gibbons, Director            Henry A. Rosenberg, Jr., Director        
                              Chairman of the Board, President
                         and Chief Executive Officer

                               *By Power of Attorney (Jan L. Ries)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
		2/1/05		12
		12/31/03		38
		2/1/03		17
		12/31/01		48		49
		12/10/01		17
		2/14/01		32
		10/14/00		14		26
		6/29/00		56					10-K/A
		6/15/00		28
Filed on:		4/20/00		58		60
		4/17/00		18		41
		3/28/00		42		58			10-K
		3/17/00		56					8-K,  SC 13D/A
		3/16/00		54
		3/13/00		56					8-K
		3/10/00		56					8-K,  SC 13D/A
		3/9/00		9		41
		3/7/00		56					8-K,  SC 13D/A
		3/6/00		18		56			SC 13D/A
		3/1/00		44		51
		2/24/00		42		58
		2/15/00		31
		2/3/00		54		56			8-A12B,  8-K,  SC 13G
		2/1/00		17		56			8-K
		1/31/00		1
		1/20/00		9					SC 13G/A
		1/13/00		9		37
		1/1/00		56
For Period End:		12/31/99		1		59			10-K,  10-K/A
		12/7/99		8
		11/29/99		9
		11/8/99		51
		10/14/99		10		37
		9/30/99		54					10-Q
		9/27/99		9
		8/1/99		54
		3/31/99		54					10-K,  10-Q
		3/29/99		54
		3/25/99		55
		1/8/99		9					SC 13D
		1/1/99		31		49
		12/31/98		12		56			10-K,  10-K/A
		12/17/98		55
		12/15/98		9
		12/10/98		16		54			SC 13G
		12/2/98		55
		10/15/98		14
		9/30/98		55					10-Q
		8/31/98		10		37
		7/31/98		8
		7/30/98		54
		6/30/98		54		55			10-Q
		6/25/98		55					10-K/A
		3/31/98		28					10-Q
		1/1/98		31
		12/31/97		12		55			10-K,  10-K/A,  DEF 14A
		12/18/97		55
		7/21/97		8
		6/26/97		55
		6/25/97		8
		1/1/97		31
		12/31/96		12		24			10-K,  10-K/A
		9/30/96		55					10-Q
		9/26/96		55
		4/25/96		54					DEF 14A,  PRE 14A
		3/15/96		54					10-K,  DEF 14A
		3/1/96		45					PRE 14A
		2/5/96		10		26
		2/1/96		10		26			SC 13G/A
		12/31/95		12		55			10-K,  10-K/A
		4/28/95		55					S-8
		2/27/95		55					S-8
		1/17/95		55					S-3/A
		12/1/94		49
		9/30/94		55					10-Q,  10-Q/A
		1/1/94		55
		12/31/93		55					10-K,  10-K/A
		11/1/93		50
		10/28/93		55
		7/1/93		55
									List all Filings