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Crown Central parent split by shareholders; American Trading oil, realty holdings, factories apportioned; Reorganization


American Trading and Production Corp., the Baltimore-based investment-management company set up by the descendants of Amoco Corp. founder Louis Blaustein, has been split up among its different groups of shareholders, the company confirmed yesterday.

One of the key assets was Crown Central Petroleum Corp., the locally based oil refiner that operates two refineries in Texas and a string of retail gasoline stations in the mid-Atlantic and the Southeast.

In a related matter, a mutual fund firm known for buying stakes in underperforming companies has boosted its stake in Crown to 15 percent of the refiner's outstanding Class B shares, according to a January filing with the Securities and Exchange Commission.

The mutual fund company, Heartland Advisors Inc. of Milwaukee, characterized itself as a "passive" investor that bought the Crown stock because it believes the refiner is worth more than its current stock-market value.

In the American Trading and Production reorganization, three groups of Blaustein heirs decided to split the assets because the families have different investment goals and time horizons -- key elements of any investment strategy -- and wanted their shares of the assets managed accordingly, the company said. The split, proposed in a federal filing early last month, closed Dec. 31.

In addition to owning Crown Central Petroleum, through American Trading's subsidiary, ATAPCO, the Blaustein heirs were one of the largest shareholders of Amoco, the major refiner acquired at year's end by British Petroleum Co. The takeover was worth nearly $62 billion when it was consummated.

Filings with the SEC in Washington did not specify how many Amoco shares ATAPCO held, and ATAPCO would not detail the value of its holdings. However, the company did say that American Trading kept shares in the new company, called BP Amoco PLC, as opposed to cashing them in.

In addition to holding the shares of Crown and Amoco, ATAPCO was engaged in the exploration, production and marketing of oil and gas; ownership, management and development of real estate; and the production and distribution of office products and commercial sound and communications products through manufacturing companies it owned.

According to the company and SEC filings, the former American Trading was split into:

Gateway Gathering and Marketing Co., which among other things got ATAPCO's controlling interest in Crown Central, plus American Trading's entire oil-exploration and production properties. That group of assets went to the family of Henry A. Rosenberg Jr., the chairman, chief executive officer and president of Crown Central. Even before the split, Rosenberg had a big stake in Crown and essentially ran it for the Blaustein heirs.

American Trading and Real Estate Co., which got the bulk of American Trading's real estate holdings, and which went to the family of Louis B. Thalheimer, the chairman and CEO of American Trading, as well as to some of the other Blaustein heirs.

Calvert Holdings LLC, a Maryland firm that holds the manufacturing firms formerly owned by American Trading, which will continue to be jointly held by all the Blaustein heirs.

And a new American Trading, which will hold some real estate and other assorted assets. This is owned by the third group of Blaustein heirs.

The BP Amoco stock was divided among the three groups according to an internally determined ratio.

Crown Central Petroleum has been troubled by low oil prices and by a costly union lockout at the bigger of its two refineries, in Pasadena, Texas, which began in February 1996.

Crown's shares are trading in the $7 range (they closed at $7.50 yesterday), well off their 52-week high of $20.75, and far below their multiyear high of $36.625 reached in 1989.

According to documents filed with the SEC this month, Heartland, the mutual fund company, has amassed 800,000 of Crown's Class B shares. The Class B shares elect fewer directors than the Class A shares -- two of the eight, in fact -- but are easier to buy and sell, since more of the Class A shares are controlled by Gateway and the Rosenberg family.

Gateway holds 49.2 percent of the outstanding Class A shares: When the individual holdings of company insiders are factored in, Gateway and Crown officers control more than half the Class A shares.

Heartland has been talking with Crown since July 1997 and told the independent refiner that it sees the company as undervalued by the market, a Crown spokesman said.

The mutual fund company said it is a "passive shareholder" but did say it could suggest to management ways to unlock value for stockholders -- managing the company's assets in a way that would boost the share price.

Pub Date: 1/26/99

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