-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PdIRKPi709HYB7PZmHhmiRAkF5v7lbTfMzKA8wStcdhpjVDzXteOs0VjcTGpATJd r1+GdK7bZPcV67R2VTfTDw== 0000916641-95-000040.txt : 19950301 0000916641-95-000040.hdr.sgml : 19950301 ACCESSION NUMBER: 0000916641-95-000040 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950227 EFFECTIVENESS DATE: 19950318 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CENTRAL PETROLEUM CORP /MD/ CENTRAL INDEX KEY: 0000025885 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 520550682 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57847 FILM NUMBER: 95515739 BUSINESS ADDRESS: STREET 1: ONE N CHARLES CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4015397400 FORMER COMPANY: FORMER CONFORMED NAME: UNITED CENTRAL OIL CORP DATE OF NAME CHANGE: 19680923 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 27, 1995 Registration No. 33-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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 incorporation or organization) Identification No.) One North Charles Street, Baltimore, Maryland 21201 (Address of Principal Executive Offices) (Zip Code) CROWN CENTRAL PETROLEUM CORPORATION EMPLOYEES SUPPLEMENTAL SAVINGS PLAN (Full title of the plan) Thomas L. Owsley, Esq. Vice President - Legal Crown Central Petroleum Corporation One North Charles Street Baltimore, Maryland 21201 (Name and address of agent for service) (410) 539-7400 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share(1) price (1) fee Class B Common 200,000 shares $12.81 $2,562,000 $883.45 Stock (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 451(h). The Proposed Maximum Aggregate Offering Price represents the price of 200,000 shares of Class B Common Stock based upon $12.81 per share, the average of the high and low prices reported on the American Stock Exchange on February 23, 1995. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. Page 1 of 9 sequentially numbered pages. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Crown Central Petroleum Corporation (the "Registrant") and the Crown Central Petroleum Corporation Employees Supplemental Savings Plan (the "Plan"), hereby incorporate by reference the following documents filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934 (the "Exchange Act"). (a) The Registrant's Annual Report on Form 10-K for the period ended December 31, 1993. (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994 and the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 as amended on Form 10-Q/A. (c) The description of the Registrant's Class B Common Stock in the Registrant's Form S-2, filed August 21, 1986, as amended. All documents subsequently filed by the Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Item 6. Indemnification of Directors and Officers. The Maryland General Corporation Law provides that the charter of a Maryland corporation may include any provision expanding or limiting the liability of its directors and officers to the corporation or its stockholders for money damages, but may not include any provision that restricts or limits the liability of its directors or officers to the corporation or its stockholders (i) to the extent that it is proved that the person actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received, (ii) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding or (iii) with respect to any action brought by or on behalf of a State governmental entity, receiver, conservator, or depositor against a director or officer of certain financial institutions. Section 2-418 of the Maryland General Corporation Law generally provides that a corporation may indemnify any director made a party to any proceeding by reason of service in that capacity unless it is established that (i) the act or omission of the director was material to the matter giving rise to the proceeding, and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty; (ii) the director actually received an improper personal benefit in money, property, or services; or (iii) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. Indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding. However, if the proceeding was one by or in the right of the corporation, indemnification may not be made in respect of any proceeding in which the director shall have been adjudged to be liable to the corporation. The termination of any proceeding by judgment, order, or settlement does not create a presumption that the director did not meet the requisite standard of conduct set forth in the preceding paragraph. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the director did not meet that standard of conduct. A director may not be indemnified in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received. Indemnification may not be made by the corporation unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct described above. Such determination must be made: (i) by the board of directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the board consisting solely of two or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full board in which the designated directors who are parties may participate; (ii) by special legal counsel selected by the board of directors or a committee of the board by vote as set forth in the preceding subparagraph (i), or, if the requisite quorum of the full board cannot be obtained therefore and the committee cannot be established, by a majority vote of the full board in which directors who are parties may participate; or (iii) by the stockholders. Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specified in subparagraph (ii) above for selection of such counsel. Reasonable expenses incurred by a director who is party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of (i) a written affirmation by the director of the director's good faith belief that the standard of conduct necessary for indemnification by the corporation as authorized by the relevant Maryland statutory section has been met; and (ii) a written undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. The undertaking described in the preceding sentence shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment. Unless limited by the charter, (i) a corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation to the same extent that it may indemnify directors under this section; and (ii) a corporation, in addition, may indemnify and advance expenses to an officer, employee, or agent who is not a director to such further extent, consistent with law, as may be provided by its charter, bylaws, general or specific action of its board of directors, or contract. The Maryland General Corporation Law also generally provides for mandatory indemnification of a director or officer who has been successful, on the merits or otherwise, in the defense of certain proceedings. With respect to the liability of the Registrant's directors or officers for monetary damages to the Registrant or its stockholders, Article NINTH Paragraph 10 of the Registrant's Agreement of Consolidation provides as follows: No person who is or formerly was a director or officer of the Corporation shall have any liability to the Corporation or to any stockholder of the Corporation for money damages in connection with any action, or failure to act, subsequent to February 18, 1988 in his or her capacity as a director or officer; provided, however, that nothing contained herein shall restrict or limit the liability of any person (a) to the extent that it is proved that such person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (b) to the extent that a judgment or other final adjudication adverse to such person is entered in a proceeding based on a finding in the proceeding that such person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. Neither the amendment nor repeal of this Paragraph (10), nor the adoption of any provision of the Charter of the Corporation inconsistent with this Paragraph (10) shall affect the liability of any director or officer, or former director or officer, of the Corporation with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. Article 45 of the Registrant's bylaws states, as to indemnification: 45. (a) Each person who is now, or who shall hereafter become, a director, officer, employee or agent of the Company, whether or not serving in one or more of such capacities at the time indemnification is sought or paid, and who is made a party defendant to any proceeding by reason of service in any one or more of such capacities shall be indemnified in the manner and to the maximum extent authorized by law against judgments, penalties, fines, settlements (approved by the Company) and reasonable expenses actually incurred in connection with such proceeding unless it is proved that the act or omission of such person was material to the cause of action adjudicated in the proceeding or, in the case of a settlement, to be adjudicated in the proceeding, and that (1) such act or omission (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty or (2) such person actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, such person had reasonable cause to believe the act or omission was unlawful. Such indemnification shall not be made unless authorized for a specific proceeding after a determination in accordance with Maryland law that the director, officer, employee or agent has met the standard of conduct set forth in this paragraph. Additionally, any such person who was not a director of the company at the time of the commission of the act or the omission to act which is a subject of such proceeding shall be indemnified to such further extent, if any, consistent with law, as may be provided in any contract between the Company and such person and may be indemnified, but shall not be entitled to be indemnified, to such further extent, if any, consistent with law, as may be authorized, prospectively or retroactively, by the Board of Directors, the Chairman of the Board, the President or any other officer to whom such authority is delegated by the Board of Directors, the Chairman of the Board or the President. (b) Payment or reimbursement in advance of the final disposition of any proceeding described in paragraph (a) of reasonable expenses incurred by any such person in defending such proceeding may be authorized by the Board of Directors or in the case of any such person who is not a director, by the Chairman of the Board, the President or any other officer to whom such authority is delegated by the Board of Directors, the Chairman of the Board or the President; provided, however, that in the case of any such person who is a director, the Company shall have received: (1) A written affirmation by such person of such person's good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law has been met; and (2) A written undertaking by or on behalf of such person to repay all amounts so paid or reimbursed if it shall ultimately be determined that such standard of conduct has not been met; and provided, further, that in the case of any such person (whether or not such person is a director) such person shall have complied with all requirements imposed by which ever of the Board of Directors, Chairman of the Board, President or other officer authorizes such payment or reimbursement as conditions to making such payment or reimbursement, which requirements may include a requirement that any such person who is not a director execute an affirmation or undertaking or both. Nothing contained in this paragraph (b) shall be construed to require the Company to pay or reimburse any expenses incurred by any such person prior to the ultimate disposition of such proceeding or to require the Company to pay or reimburse subsequent to the ultimate disposition of such proceeding any expenses incurred by any such person, except as provided in paragraph (a). (c) Service in the capacity of a director, officer, employee or agent of the Company shall include service at the request of the Company as a director, officer, partner, trustee, fiduciary, employee or agent of any other corporation or of any partnership, joint venture, trust, other enterprise, or employee benefit plan. Any approval of any settlement may be made by the Board of Directors or, in the case of a settlement by any such person who is not a director, by the Chairman of the Board, the President or any other officer to whom such authority is delegated by the Board of Directors, the Chairman of the Board or the President. Except where reimbursement of expenses is ordered by a court, all determinations as to the reasonableness of any expenses shall be made by the persons authorizing reimbursement or payment thereof. (d) The preceding rights to indemnification shall not be exclusive of and shall be in addition to any other rights to which such person would be entitled as a matter of law in the absence of the preceding provisions. Item 8. Exhibits Exhibit Number Description 4 Crown Central Petroleum Corporation Employees Supplemental Savings Plan. 5 Opinion of Thomas L. Owsley as to legality of securities being registered. 23.1 Consent of Thomas L. Owsley is contained within the opinion of counsel attached as Exhibit 5. 23.2 Consent of Ernst & Young LLP. 24 Power of attorney is contained on page 8. Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made,a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, Crown Central Petroleum Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on the 23rd day of February, 1995. CROWN CENTRAL PETROLEUM CORPORATION By: /s/ Henry A. Rosenberg, Jr. Henry A. Rosenberg, Jr. Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Henry A. Rosenberg, Jr., Charles L. Dunlap, Phillip W. Taff, John E. Wheeler, Jr. and Thomas L. Owsley, and each of them singly, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any and all amendments or post-effective amendments to this Registration Statement and to file the same with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Henry A. Rosenberg, Jr. Henry A. Rosenberg, Jr. Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) February 23, 1995 /s/ Charles L. Dunlap Charles L. Dunlap Director, President and Chief Operating Officer February 23, 1995 /s/ Phillip W. Taff Phillip W. Taff Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer) February 23, 1995 /s/ John E. Wheeler, Jr. John E. Wheeler, Jr. Senior Vice President - Treasurer and Controller (Principal Accounting Officer) February 23, 1995 Directors: /s/ Jack Africk Jack Africk Director February 23, 1995 /s/ George L. Bunting, Jr. George L. Bunting, Jr. Director February 23, 1995 /s/ Michael F. Dacey Michael F. Dacey Director February 23, 1995 /s/ Robert M. Freeman Robert M. Freeman Director February 23, 1995 /s/ Thomas M. Gibbons Thomas M. Gibbons Director February 23, 1995 /s/ Patricia A. Goldman Patricia A. Goldman Director February 23, 1995 /s/ Peter J. Holzer Peter J. Holzer Director February 23, 1995 /s/ William L. Jews William L. Jews Director February 21, 1995 /s/ Malcolm McNair Malcolm McNair Director February 23, 1995 The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on February 23, 1995. Crown Central Petroleum Corporation Employees Supplemental Savings Plan By: CROWN CENTRAL PETROLEUM CORPORATION Administrator By: /s/ Henry A. Rosenberg, Jr. Exhibit Number Description 4 Crown Central Petroleum Corporation Employees Supplemental Savings Plan 5 Opinion of Thomas L. Owsley as to legality of securities being registered. 23.1 Consent of Thomas L. Owsley is contained within the opinion of counsel attached as Exhibit 5. 23.2 Consent of Ernst & Young LLP 24 Power of attorney is contained on page 8. EX-4 2 EXHIBIT 4 - EMPLOYEE SAVINGS PLAN Exhibit 4 Conformed Copy CROWN CENTRAL PETROLEUM CORPORATION EMPLOYEES SUPPLEMENTAL SAVINGS PLAN TABLE OF CONTENTS Page SECTION I PURPOSE 1 SECTION II DEFINITIONS 1 2.1 Adjustment Date . . . . . . . . . . . . . . . . . . . . . . 1 2.2 Administrator . . . . . . . . . . . . . . . . . . . . . . . 1 2.3 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . 1 2.4 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.5 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.6 Compensation. . . . . . . . . . . . . . . . . . . . . . . . 1 2.7 Deferral Election . . . . . . . . . . . . . . . . . . . . . 1 2.8 Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.9 Deferrals Account . . . . . . . . . . . . . . . . . . . . . 1 2.10 Eligible Employee . . . . . . . . . . . . . . . . . . . . . 1 2.11 Employee. . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.12 Employees Plan. . . . . . . . . . . . . . . . . . . . . . . 2 2.13 Employer. . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.14 Employer Matching Contributions . . . . . . . . . . . . . . 2 2.15 Employer Matching Contributions Account . . . . . . . . . . 2 2.16 Matching Credits. . . . . . . . . . . . . . . . . . . . . . 2 2.17 Matching Credits Account. . . . . . . . . . . . . . . . . . 2 2.18 Participant . . . . . . . . . . . . . . . . . . . . . . . . 2 2.19 Participant Contributions . . . . . . . . . . . . . . . . . 2 2.20 Participant Contributions Account . . . . . . . . . . . . . 2 2.21 Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.22 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.23 Related Group . . . . . . . . . . . . . . . . . . . . . . . 2 2.24 Tax Limits. . . . . . . . . . . . . . . . . . . . . . . . . 2 SECTION III PARTICIPATION 2 3.1 Election to Participate . . . . . . . . . . . . . . . . . . 2 3.2 Deferral Elections. . . . . . . . . . . . . . . . . . . . . 3 3.3 Termination of Participation; Re-employment . . . . . . . . 3 3.4 Change in Status. . . . . . . . . . . . . . . . . . . . . . 3 SECTION IV DEFERRALS, MATCHING CREDITS AND ACCOUNTS 3 4.1 Participant Deferrals . . . . . . . . . . . . . . . . . . . 3 4.2 Matching Credits. . . . . . . . . . . . . . . . . . . . . . 3 4.3 Change of Status. . . . . . . . . . . . . . . . . . . . . . 4 4.4 Deferrals Accounts. . . . . . . . . . . . . . . . . . . . . 4 4.5 Matching Credits Accounts . . . . . . . . . . . . . . . . . 4 4.6 Investment of Contributions . . . . . . . . . . . . . . . . 4 4.7 Special Contribution. . . . . . . . . . . . . . . . . . . . 4 SECTION V PAYMENT OF BENEFITS 4 5.1 Time of Payment . . . . . . . . . . . . . . . . . . . . . . 4 5.2 Form of Benefit . . . . . . . . . . . . . . . . . . . . . . 4 5.3 Payments. . . . . . . . . . . . . . . . . . . . . . . . . . 5 5.4 Form of Payment . . . . . . . . . . . . . . . . . . . . . . 5 SECTION VI UNFUNDED PLAN 5 SECTION VII MISCELLANEOUS PROVISIONS 6 7.1 Non-Guarantee of Employment . . . . . . . . . . . . . . . . 6 7.2 Rights Under Employees Plan . . . . . . . . . . . . . . . . 6 7.3 Amendments/Termination. . . . . . . . . . . . . . . . . . . 6 7.4 Non-Assignability . . . . . . . . . . . . . . . . . . . . . 6 7.5 Plan Administration . . . . . . . . . . . . . . . . . . . . 6 7.6 Withholding of Taxes, etc.. . . . . . . . . . . . . . . . . 6 7.7 Successor Company . . . . . . . . . . . . . . . . . . . . . 6 7.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 6 CROWN CENTRAL PETROLEUM EMPLOYEES SUPPLEMENTAL SAVINGS PLAN The Crown Central Petroleum Employees Supplemental Savings Plan is adopted effective as of January 1, 1994, by Crown Central Petroleum Corporation. SECTION I PURPOSE This Plan is established and maintained solely for the purpose of providing deferred compensation for a select group of highly-compensated management employees in excess of the limitations imposed by Code sections 401(a)(17), 401(m), 402(g) and 415 on benefits payable to those employees under the Crown Central Petroleum Employees Savings Plan. SECTION II DEFINITIONS Whenever used in this Plan, unless the context clearly indicates otherwise, the following terms shall have the following meanings: 2.1 Adjustment Date: The last day of each Plan Year. The Committee may establish more frequent Adjustment Dates, if the Committee deems it appropriate. 2.2 Administrator: The administrator appointed pursuant to Article XV of the Employees Plan. 2.3 Beneficiary: Any person designated by a Participant or otherwise entitled to receive such benefits as may become payable hereunder after the death of such Participant. The Beneficiary shall be the same as designated in accordance with the Employees Plan. 2.4 Board: The Board of Directors of Crown Central Petroleum Corporation. 2.5 Code: The Internal Revenue Code of 1986, as amended, or any subsequently enacted federal revenue law. Reference to a particular section of the Code shall include a reference to any regulations issued under the section and to the corresponding section of any subsequently enacted federal revenue laws. 2.6 Compensation: Compensation as determined under Section 1.7 of the Employees Plan without the limits of Code section 401(a)(17). 2.7 Deferral Election: An election filed by a Participant to make Participant contributions under the Employees Plan. 2.8 Deferrals: For any Participant, compensation deferrals credited to such Participant's Account under Section 4.1. 2.9 Deferrals Account: The bookkeeping account established and maintained for each Participant to record such Participant's Deferrals and adjustments thereto pursuant to Section 4.4. 2.10 Eligible Employee: Any employee (a) who is a participant in the Employees Plan, (b) whose Employer Matching Contributions or whose Participant Contributions under the Employees Plan are limited by the provisions of that plan which are designed to comply with Code sections 401(a)(17), 401(m), 402(g) and 415, (c) who is a management or highly compensated employee within the meaning of section 201(2) of the Employee Retirement Income Security Act of 1974, as amended, and (d) who is designated by the Committee as eligible for participation in this Plan. 2.11 Employee: Any person employed by the Employer as an employee, other than as an independent contractor. 2.12 Employees Plan: The Crown Central Petroleum Employees Savings Plan. 2.13 Employer: Crown Central Petroleum Corporation and any other company in the Related Group that adopts the Employees Plan with the consent of Crown Central Petroleum Corporation. "Employer" shall include any other company or organization that may be connected with any of the foregoing corporations by merger, consolidation or otherwise and which succeeds in writing to its rights, powers, liabilities and duties hereunder. 2.14 Employer Matching Contributions: The Employer contribution that is made pursuant to Section 3.2 of the Employees Plan. 2.15 Employer Matching Contributions Account: For any Participant, that account maintained for the Participant in accordance with Section 1.1(a) of the Employees Plan. 2.16 Matching Credits: For any Participant, amounts that are credited by the Company to such Participant's Matching Credits Account under Section 4.2. 2.17 Matching Credits Account: The bookkeeping account established and maintained for each Participant to record such Participant's Matching Credits and adjustments thereto pursuant to Section 4.4. 2.18 Participant: Each Eligible Employee who is an active participant in the Employees Plan and who elects to participate in this Plan. 2.19 Participant Contributions: Contributions made at the election of a Participant by the Employer pursuant to Section 3.1 of the Employees Plan. 2.20 Participant Contributions Account: For any Participant, that account maintained for the Participant in accordance with Section 1.1(b) and (c) of the Employees Plan. 2.21 Plan: The "Crown Central Petroleum Employees Supplemental Savings Plan," as set forth herein and as amended from time to time. 2.22 Plan Year: The calendar year. 2.23 Related Group: The Related Group as defined in the Employees Plan. 2.24 Tax Limits: The restrictions on Participant Contributions and Employer Matching Contributions under the Employees Plan required by Code sections 401(a)(17), 401(k), 401(m) and 415. SECTION III PARTICIPATION 3.1 Election to Participate: An Eligible Employee may elect to become a Participant in this Plan as of any January 1 by filing a Deferral Election with the Employer before January 1 as of which the Eligible Employee's participation is to become effective. If an Employee first becomes an Eligible Employee after January 1 of a Plan Year, the Eligible Employee may become a participant by filing a Deferral Election with the Employer within 15 days after he or she is notified that he has become an Eligible Employee. Such an Eligible Employee shall become a Participant effective as of the date on which he or she files a Deferral Election with the Employer. 3.2 Deferral Elections: A Participant's Deferral Election shall apply to Compensation earned after the effective date of the Deferral Election. Deferral Elections may only be made prospectively. For purposes of this Plan, only one Deferral Election can be made with respect to compensation to be earned in a single Plan Year and the first Deferral Election made in each Plan Year shall be controlling. Any such election shall be controlling as to the crediting of Deferrals under Section 4.1 until the date the Participant (a) files a new Deferral Election with the Employer effective as of a succeeding January 1, (b) ceases to be an Eligible Employee, or (c) becomes entitled to benefits under this Plan. 3.3 Termination of Participation; Re-employment: Participation shall cease upon a Participant's termination of employment or if the Participant ceases to be an Eligible Employee. Upon re-employment as an Eligible Employee, a former Participant may again become a Participant in the Plan effective as of the January 1 next following the date of his or her reemployment by filing a Deferral Election with the Company in accordance with the provisions of Section 3.2. If a Participant elects not to be an active Participant for a Plan Year, he or she may become an active Participant effective as of the next following January 1, or any subsequent January 1, by filing a Deferral Election with the Company in accordance with the provisions of Section 3.2. 3.4 Change in Status: If a Participant ceases to be an Eligible Employee or elects not to be an active Participant, but continues to be employed by an Employer, Deferrals and Matching Credits shall be suspended as provided in Section 4.3. All other provisions of this Plan shall remain in effect, and he or she shall continue to be entitled to credits under the last sentence of Sections 4.3 and 4.4 until his or her Deferrals Account and Matching Credits Account are fully distributed as provided in Section V. SECTION IV DEFERRALS, MATCHING CREDITS AND ACCOUNTS 4.1 Participant Deferrals: A Participant will be entitled to make Deferrals under this Plan in accordance with the Participant's election to make Participant Contributions pursuant to the terms of the Employees Plan. Any amounts that cannot be credited to the Participant's Participant Contributions Account under the Employees Plan because of the Tax Limits shall be credited to his or her Deferrals Account maintained pursuant to Section 4.4. In no event may a Participant make Deferrals during a Plan Year unless he has made the maximum amount of Participant Contributions to the Employees Plan permitted under Section 402(g) of the Code and under the terms of the Employee's Plan. The aggregate of a Participant's Deferrals under this Section 4.1 in any given year shall not exceed the excess of (A) the amount that the Participant would have been able to contribute to such Participant's Participant Contributions Account for such year if there were no Tax Limits over (B) the amount of any Participant Contributions actually credited to such Participant's Participant Contributions Account for such year. 4.2 Matching Credits: Each year, the Employer shall credit to the Matching Credits Account of each Participant an amount equal to the excess of (A) the amount of the Employer Matching Contributions that the Employer would have made on behalf of such Participant for such year (pursuant to Section 3.2 of the Employees Plan) if there were no Tax Limits and such Participant had made Participant Contributions to the Employees Plan equal to the sum of the Participant Contributions actually made plus the Deferrals made pursuant to this Plan for such year over (B) the amount of any Employer Matching Contributions actually made by the Employer on behalf of such Participant during such year. A Participant shall be vested in such Participant's Matching Credits Account to the same extent that the Participant is vested in his or her Employer Matching Contributions Account. 4.3 Change of Status: Participant Deferrals pursuant to Section 4.1 and Matching Credits pursuant to Section 4.2 for a Participant who changes his or her status will be governed by the following provisions: (a) A Participant who elects not to participate in the Plan will be credited with Deferrals and Matching Credits through and ending with the payroll period within which the Participant's election is received by the Employer. (b) A Participant who ceases to be an Eligible Employee will be credited with Deferrals and Matching Credits through and ending with the payroll period within which he or she ceases to be an Eligible Employee. 4.4 Deferrals Accounts: For bookkeeping purposes only, the Employer shall maintain a Deferrals Account for each Participant to which each Participant's Deferrals, together with any further amounts accrued thereon, shall be credited. Deferrals shall be credited to a Participant's Deferrals Account with respect to each pay period after the Compensation constituting such Deferral is earned. Any deemed earnings, gains, losses, appreciation and depreciation accruing on a Participant's Deferrals in accordance with Section 4.6 shall be credited to the Participant's Deferrals Account as of each Adjustment Date. 4.5 Matching Credits Accounts: For bookkeeping purposes only, the Employer shall maintain a Matching Credits Account for each Participant to which Matching Credits made on behalf of such Participant, together with any further amounts accrued thereon, shall be credited. Matching Credits shall be credited to a Participant's Matching Credits Account at least annually. Any deemed earnings, gains, losses, appreciation and depreciation accruing on a Participant's Matching Credits in accordance with Section 4.6 shall be credited to the Participant's Matching Credits Account as of each Adjustment Date. 4.6 Investment of Contributions: Amounts credited to a Participant's Deferrals Account and Matching Credits Account shall be deemed to be invested along with the Trust Fund under Article V of the Employees Plan. As of each Adjustment Date, the Participant's Deferrals Account and Matching Credits Account shall be adjusted to take into account this deemed investment in accordance with the principles of Section 4.3 of the Crown Central Petroleum Employees Supplemental Savings Plan Trust. 4.7 Special Contribution: The Employer shall credit to the Matching Credits Account of each Participant an amount equal to the Matching Credits that would have been credited under the Plan for that Participant if the Plan had been in effect for the period from January 1, 1994 to the effective date of the Plan. SECTION V PAYMENT OF BENEFITS 5.1 Time of Payment: A Participant shall be entitled to receive a distribution of his benefits under this Plan as of the date on which he has elected to begin receiving benefits under Article X or Article XI of the Employees Plan. In no event may a Participant elect to defer the receipt of his benefits after the date on which such benefits become payable. In no event may a Participant receive benefits under this Plan while an Employee. 5.2 Form of Benefit: (a) Benefits shall be paid in the form designated by the Participant prior to the date on which his or her benefits become payable. If a Participant has not designated the form in which his benefits are to be paid prior to the date on which the benefits become payable, such benefits will be distributed to the Participant in a single lump sum payment as of the date on which they are first payable. The available distribution forms are as follows: (i) The balance credited to the Participant's Deferrals Account and Matching Credits Account may be paid to the Participant or Beneficiary in a single lump sum payment. (ii) The balance credited to the Participant's Deferrals Account and Matching Credits Account may be segregated in a separate interest- bearing account invested under procedures similar to Section 4.6, with interest earned on such account, and paid in equal, or nearly equal, at least annual installments over a term certain selected by the Participant not to exceed five years. If the Participant dies before the completion of installment payments, any remaining balance credited to the Participant's account shall be paid to his or her Beneficiary. If a Beneficiary who is receiving payments dies, any remaining balance of the account shall be paid to the personal representative of the Beneficiary's estate. (b) If the aggregate balance credited to a Participant's Deferrals Account and Matching Credits Account is not greater than three thousand five hundred dollars ($3,500) (including any prior distributions), benefits shall be paid by a single sum distribution. 5.3 Payments to Beneficiaries: If a Participant dies with a balance credited to the Participant's Deferrals Account or Matching Credits Account, the balance shall be paid to the Beneficiary of the Participant. All payments to a Beneficiary shall be made in a single lump sum payment. Payment shall be made as soon as possible after the death of the Participant. 5.4 Form of Payment: All payments to any Participant or Beneficiary under this Plan shall be made in cash or, to the extent provided by the Administrator, in kind in Crown Central Petroleum Corporation stock. SECTION VI UNFUNDED PLAN There is no fund associated with this Plan. The Employer shall be required to make payments only as benefits become due and payable. No Participant or Beneficiary shall have any right, other than the right of an unsecured general creditor, against the Employer in respect to the benefits payable, or which may be payable, to such Participant or Beneficiary hereunder. If the Employer, acting in its sole discretion, establishes a reserve or other fund associated with this Plan, then, except as may otherwise be provided in the instrument pursuant to which such reserve or fund is established, no Participant or Beneficiary shall have any right to or interest in any specific amount or asset of such reserve or fund by reason of amounts which may be payable to such person under this Plan, nor shall such person have any right to receive any payment under this Plan except as and to the extent expressly provided in this Plan. SECTION VII MISCELLANEOUS PROVISIONS 7.1 Non-Guarantee of Employment: Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Participant, or as a right of any such Participant to be continued in the employment of the Employer or as a limitation of the right of the Employer to deal with any Participant, as to their hiring, discharge, layoff, compensation, and all other conditions of employment in all respects as though this Plan did not exist. 7.2 Rights Under Employees Plan: Nothing in this Plan shall be construed to limit, broaden, restrict, or grant any right to a Participant or Beneficiary under the Employees Plan, nor in any way to limit, modify, repeal or otherwise affect the Employer's right to amend or modify the Employees Plan. 7.3 Amendments/Termination: The Employer reserves the right to make from time to time amendments to or terminate this Plan by vote duly adopted by the Board (or any duly authorized committee thereof); provided, however, that no such amendment or termination shall adversely affect a Participant's credits in the Participant's Deferrals Account and Matching Credits Account. 7.4 Non-Assignability: The benefits payable under this Plan shall not be subject to alienation, assignment, pledge, garnishment, execution or levy of any kind and any attempt to cause any such benefits to be so subjected shall not be recognized. 7.5 Plan Administration: This Plan shall be operated and administered by the Committee whose decision on all matters involving the interpretation and administration of this Plan shall be final and binding. 7.6 Withholding of Taxes, etc.: All amounts payable hereunder shall be reduced for the amounts required to be withheld pursuant to any applicable governmental law or regulation with respect to taxes or any similar provisions. 7.7 Successor Company: In the event of the dissolution, merger, consolidation or reorganization of the Employer, provision may be made by which a successor to all or a major portion of the Employer's property or business shall continue this Plan, and the successor shall have all of the powers, duties and responsibilities of the Company under this Plan. 7.8 Governing Law: This Plan shall be construed and enforced in accordance with, and governed by, the laws of the State of Maryland. * * * * * IN WITNESS WHEREOF, Crown Central Petroleum Corporation has caused this Plan to be executed the 29th day of September, 1994. CROWN CENTRAL PETROLEUM CORPORATION By: /s/ J. Michael Mims J. Michael Mims (Signature of Officer of Company) EX-5 3 EXHIBIT 5 - OPINION OF THOMAS L. OWSLEY Exhibit 5 OPINION OF THOMAS L. OWSLEY February 27, 1995 Crown Central Petroleum Corporation One North Charles Street Baltimore, Maryland 21202 Gentlemen: As Vice President - Legal for Crown Central Petroleum Corporation (the "Company"), I have participated in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission with respect to the offering of up to 200,000 shares of Class B Common Stock, par value $5, of the Company (the "Common Stock") for use in connection with the shares for use by the Employees Supplemental Savings Plan (the "Plan"). I have reviewed such documents and records as I have considered appropriate and, on the basis of such review, I am of the opinion that the 200,000 shares of Class B Common Stock to be offered pursuant to the Plan have been validly authorized and when issued or sold upon the terms set forth in the Plan, will be validly issued, fully-paid and non-assessable. I consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Thomas L. Owsley Thomas L. Owsley, Esq. Vice President - Legal Crown Central Petroleum Corporation EX-23 4 EXHIBIT 23.2 - OPINION OF ERNST & YOUNG Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement dated February 27, 1995 (Form S-8) of Crown Central Petroleum Corporation and subsidiaries pertaining to the Crown Central Petroleum Corporation Employees Supplemental Savings Plan of our report dated February 24, 1994, with respect to the consolidated financial statements and schedules of Crown Central Petroleum Corporation and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 1993 filed with the Securities and Exchange Commission. Ernst & Young LLP February 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----