An amendment to the Limited Partnership agreement between Crown American and Crown Investments will provide for a special allocation of 100% of the net tax loss from the sale of Oak Ridge to Crown Investments to the extent of Crown Investments' obligation under the Support Agreement related to Oak Ridge; the remaining tax loss from the sale will be allocated to the partners in accordance with their ownership interests. It is expected that the tax loss should result in a significant portion of the Company's common dividends that may be paid in 2003 being treated as non-taxable return of capital.

The upshot is Crown Investments' percentage ownership interest in the Operating Partnership will be reduced by an amount equivalent to 2,600,000 common partnership units. The reduction in its ownership interest has a value of approximately $25.6 million, based on the recent closing price of Crown American Realty's common shares.

Crown American Realty's 32,071,965 outstanding common partnership units as of March 28 will remain unchanged as a result of the above transactions, but the company's interest in the Operating Partnership has increased from 76.31% to 83.81%, while Crown Investments' interest decreased from 19.44% to 14.55% and the interest of Crown Investments' subsidiary Crown American Investment Company decreased from 4.25% to 1.64%.

Crown American Realty says the disposition of this property results in: "modest increases in future net income per share and net cash flows; ongoing financial and other benefits resulting from improving the quality of Crown American's overall property portfolio by disposing of Oak Ridge, an under performing property that continues to deteriorate; certainty of closing as compared to the prior efforts to sell Oak Ridge to the third party; better positioning Crown American with respect to its ongoing evaluation of strategic alternatives; and permitting management to devote time and resources to properties with more growth potential than Oak Ridge."