-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CrILtKvJJpPhY60ieiKpBgFE94lbemgIowepqYTg64pfOqIjdsqtLcL9amfcld/T 2kZmtxl32dI/iTUOMan3Zg== 0000905134-98-000002.txt : 19980218 0000905134-98-000002.hdr.sgml : 19980218 ACCESSION NUMBER: 0000905134-98-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROWN AMERICAN REALTY TRUST CENTRAL INDEX KEY: 0000905134 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 251713733 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-42559 FILM NUMBER: 98536444 BUSINESS ADDRESS: STREET 1: PASQUERILLA PLAZA CITY: JOHNSTOWN STATE: PA ZIP: 15907 BUSINESS PHONE: 8145364441 MAIL ADDRESS: STREET 1: N/A FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CROWN AMERICAN REALTY TRUST CENTRAL INDEX KEY: 0000905134 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 251713733 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PASQUERILLA PLAZA CITY: JOHNSTOWN STATE: PA ZIP: 15907 BUSINESS PHONE: 8145364441 MAIL ADDRESS: STREET 1: N/A SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Crown American Realty Trust (Name of Issuer) Common Shares of Beneficial Interest, par value $.01 per share (Title of Class of Securities) 228186-10-2 (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 CUSIP No. 228186-10-2 13G 1 NAME OF REPORTING PERSON s.s. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frank J. Pasquerilla ("FJP") ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 879,559 (See Item 4 for explanation) NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 879,559 PERSON (See Item 4 for explanation) WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 879,559 (See Item 4 for explanation) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (See Item 4 for explanation) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 approx. 3.3% 12 TYPE OF REPORTING PERSON* IN 2 CUSIP No. 228186-10-2 13G 1 NAME OF REPORTING PERSON s.s. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark E. Pasquerilla ("MEP") ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 93,748 (See Item 4 for explanation) NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 93,748 PERSON (See Item 4 for explanation WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,748 (See Item 4 for explanation) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (See Item 4 for explanation) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 approx. .35% 12 TYPE OF REPORTING PERSON* IN 3 CUSIP No. 228186-10-2 13G 1 NAME OF REPORTING PERSON s.s. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Crown Investments Trust ("CIT") 51-6188295 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 2,360,049 (See Item 4 for explanation) NUMBER OF 6 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH 2,360,049 REPORTING (See Item 4 for explanation) PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,360,049 (See Item 4 for explanation) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (See Item 4 for explanation) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 approx. 9.0% 12 TYPE OF REPORTING PERSON* 00 4 Item 1(a) Name of Issuer. Crown American Realty Trust (the "REIT") Item 1(b) Address of Issuer's Principal Executive Offices. Pasquerilla Plaza Johnstown, PA 15901 Item 2(a) Name of Person Filing. Frank J. Pasquerilla ("FJP") Mark E. Pasquerilla ("MEP") Crown Investments Trust ("CIT") Item 2(b) Address of Principal Business Office, or if None, Residence. The address of the principal business office of FJP and MEP is: Pasquerilla Plaza Johnstown, PA 15901 The address of the principal business office of CIT is: c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890 Item 2(c) Citizenship. FJP and MEP: United States CIT: Delaware Item 2(d) Title of Class of Securities. Common Shares of Beneficial Interest, par value $.01 per share (the "Shares") Item 2(e) CUSIP No. 228186-10-2 Item 3 Statement Filed Pursuant to Rule 13d-1(b) or Rule 13d-2(b). None of the categories is applicable to any of the undersigned. 5 Item 4 Ownership. FJP. As calculated under Rule 13d-3, FJP would be deemed to be the beneficial owner, as of December 31, 1997 approximately 879,559 Shares, or approximately 3.3% of the total Shares actually outstanding as of such date. This includes 211,890 Shares currently held by Sylvia Pasquerilla, the wife of FJP. This excludes 2,360,049 Shares as to which CIT would be deemed to be the beneficial owner (see below) and 93,748 Shares currently held by MEP (as to which FJP disclaims beneficial ownership). FJP has sole voting power and sole investment power over all Shares held by him. MEP. As calculated under Rule 13d-3, MEP would be deemed to be the beneficial owner, as of December 31, 1997, of approximately 93,748 Shares, or approximately .35% of the total Shares actually outstanding as of such date. This excludes 2,360,049 Shares as to which CIT would be deemed to be the beneficial owner (see below) and 879,559 Shares currently held by FJP (as to which, in each case, MEP disclaims beneficial ownership). MEP has sole voting power and sole investment power over all Shares held by him. CIT. As calculated under Rule 13d-3, CIT would be deemed to be the beneficial owner, as of December 31, 1997, of approximately 2,360,049 Shares, or approximately 9.0% of the total Shares that would have been outstanding had a Redemption (see below) occurred as of such date. This includes 1,450,050 Shares currently held by CIT, approximately 5.5% of the total Shares actually outstanding as of December 31, 1997, and additional Shares that CIT has the right to acquire, as described below, but excludes 879,559 Shares currently held by FJP and 93,748 Shares currently held by MEP (as to which, in each case, CIT disclaims beneficial ownership). CIT has sole voting power and sole investment power over all Shares held by it. As of December 31, 1997, CIT owned 9,438,959 partnership units in Crown American Properties, L.P., a Delaware limited partnership ("CAP"), 1,786,459 of which units were held of record by its subsidiary Crown American Investment Company, a Delaware corporation. Pursuant to CAP's partnership agreement, CIT has the right to require CAP to redeem (a "Redemption") part or all of CIT's partnership units for a price equal to the equivalent value of the Shares (on a one-for-one basis). The obligation to redeem CIT's partnership units may be assumed by the REIT and such redemption can then be made for, at the REIT's election, either Shares (one a one- for-one basis) or the cash equivalent thereof, provided that the REIT may not pay for such redemption with Shares to the extent that it would result in CIT beneficially or constructively owning more than 9.8% of the outstanding Shares. Conversely, CIT may require the REIT to assume the obligation to pay for such redemption with Shares to the extent that CIT owns less than 9.8% of the outstanding shares. 6 The redemption right may be exercised by CIT from time to time (although only once during any calendar year), in whole or in part, subject to the limitations that (i) the redemption right may not be exercised prior to the third anniversary of the consummation of the initial public offering of the Shares, (except that CIT may require the REIT to redeem a portion of its partnership interest prior to such third anniversary in exchange for Shares but only to the extent that CIT owns beneficially or constructively less than 9.8% of the REIT's outstanding Shares) and (ii) in any calendar year the redemption right may be exercised only with respect to 20% of (a) the partnership units in CAP held by CIT immediately after the initial public offering of the Shares plus (b) the partnership units, if any, issued to CIT in connection with the acquisition of certain properties from CIT. For purposes of the 9.8% ownership limitation referred to above, CIT is deemed to own Shares held by certain affiliates and related parties. As of December 31, 1996, this included the 879,559 Shares held by FJP, 93,748 Shares held by MEP, and currently unexercisable options to purchase 60,000 Shares held by Nicholas Pasquerilla. Nicholas Pasquerilla is the brother of FJP. Related Parties. CIT is a Delaware business trust the entire beneficial interest of which is owned by Crown Delaware Holding Corporation, a Delaware corporation ("CDHC"). As the holder of such entire beneficial interest, CDHC has the power to direct the receipt of dividends from, and the proceeds from the sale of, the Shares owned by CIT. All the outstanding capital stock of CDHC is owned by Crown Holding Company, a Pennsylvania corporation. The voting common stock of Crown Holding Company is owned by FJP, who holds 49%, his wife Sylvia Pasquerilla, who holds 49% and his son MEP who holds 2%. The nonvoting common stock and preferred stock of Crown Holding Company is owned by various trusts established by FJP and by members of his immediate family, including MEP, who is the President of Crown Holding Company and CDHC. FJP is the Chief Executive Officer of Crown Holding Company and CDHC. Item 5 Ownership of Five Percent or Less of a Class. Inapplicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Inapplicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Inapplicable. 7 Item 8 Identification and Classification of Members of the Group. Inapplicable. Item 9 Notice of Dissolution of Group. Inapplicable. Item 10 Certification. Inapplicable. 8 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement with respect to itself is true, complete and correct. /s/ Frank J. Pasquerilla Frank J. Pasquerilla /s/ Mark E. Pasquerilla Mark E. Pasquerilla CROWN INVESTMENTS TRUST By /s/ Ronald Rusinak Ronald Rusinak Title: Vice President and Assistant Secretary Dated: February 13, 1998 9 EXHIBIT A AGREEMENT OF FILING PERSONS The undersigned by their signatures below agree that the foregoing Schedule 13G as of December 31, 1997 is filed on behalf of all of the undersigned pursuant to Rule 13-f(1). /s/ Frank J. Pasquerilla Frank J. Pasquerilla /s/ Mark E. Pasquerilla Mark E. Pasquerilla CROWN INVESTMENTS TRUST By /s/ Ronald Rusinak Ronald Rusinak Title: Vice President and Assistant Secretary Dated: February 13, 1998 10 -----END PRIVACY-ENHANCED MESSAGE-----