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Crown extends deadline for Apex tender offer


Crown Central Petroleum Corp. said yesterday that it has extended by a month the deadline by which it wants a tender offer from Apex Oil Co.

Crown Central's independent board had asked Apex, which has been trying for nearly a year to acquire the Baltimore-based refiner, to make a fully financed, all-cash unconditional tender offer at $10.50 a share by today.

Crown's original request came Aug. 24, within hours of shareholders rejecting a bid by Crown Chairman Henry A. Rosenberg Jr. and his family to buy out the stock they didn't already own at $9.50 a share and take the company private.

The Rosenbergs, through a holding company called Rosemore Inc., own 49 percent of Crown's Class A shares and 11 percent of the Class B shares, which have 1/10th the voting power of Class A stock.

Shareholders rejected the Rosemore bid by a 53 percent to 39 percent margin, with 8 percent abstaining. A two-thirds majority was required for the measure to pass.

Crown said yesterday that Apex has asked for more time to complete due diligence; the deadline is now Oct. 31.

Officials at St. Louis-based Apex have not confirmed that they are interested in making the offer outlined by Crown.

"At this point it's hard to say what an offer will look like," said Andrew Cole, an Apex spokesman. "It's too early to say."

Paul A. Novelly, Apex's chief executive, and his associates own nearly 15 percent of Crown's Class A stock and 3.5 percent of Crown's Class B shares.

Novelly must gain approval from Crown's board before making a tender offer.

If he made such a bid without board approval, he would trigger a poison pill plan that would significantly increase the purchase price and at the same time dilute his position in the company.

Crown spokesman J. Steven Wise declined to say whether the refiner would consider an offer from Apex that did not meet the exact criteria set out by Crown's board.

"The request is for a $10.50 per share, fully financed all-cash tender offer," he said.

Even if Novelly makes the requested offer, he's still not assured of winning the company in the end. Rosenberg has declined to say whether he would support the tender offer.

Crown said last month that if Apex doesn't make the tender offer, it will stop looking for a buyer, although it would consider "strategic alternatives" that could include selling various assets.

Shares of Crown's more widely traded B shares closed up 25 cents yesterday at $9.125.

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