UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
(X) Form 3 Holdings Reported
( ) Form 4 Transactions Reported
1. Name and Address of Reporting Person
Harvison, John D.
2801 Glenda Avenue
Fort Worth, TX 76117
USA
2. Issuer Name and Ticker or Trading Symbol
FFP Marketing Company, Inc.
FMM
3. IRS or Social Security Number of Reporting Person (Voluntary)
###-##-####
4. Statement for Month/Year
December 28, 1997
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner ( ) Officer (give title below) ( ) Other
(specify below)
7. Individual or Joint/Group Reporting (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of |6.Dir |7.Nature of Indirect |
|Transaction| or Disposed of (D) | Securities |ect | Beneficial Ownership |
|Date |Code| | Beneficially |(D)or | |
| | | | A/| | Owned at |Indir | |
| | | Amount | D | Price | End of Year |ect(I)| |
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common shares |12/28/|J(No|210,216 |A |Note 1 |210,216 |I |Note 1 |
|97 |te1)| | | | | | |
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Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned |
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1.Title of Derivative |2.Con |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of|
Security |version |Transaction rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect |
|or Exer |Date |Code| rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial |
|cise Pr | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership |
|ice of | | | posed of(D) |Day/Year) | |rity |Benefi |or | |
|Deriva | | | |Date |Expir| | |ficially |Ind| |
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire| |
|Secu | | | | D |cisa-|Date | of Shares | |End of |ct | |
|rity | | | Amount | |ble | | | |Year |(I)| |
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Options to purchase comm|$4.06 |12/28|J(No|25,000 |A |Note |04/05|Common share|25,000 | |25,000 |D | |
on shares | |/97 |te2)| | |2 |/05 |s | | | | | |
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Explanation of Responses:
Note 1: On December 28, 1997, FFP Partners, L.P., completed a restructuring
under which the non-real estate
assets and businesses previously owned and conducted by FFP Partners were
transferred to FFP Marketing
Company, Inc. In connection therewith, each holder of FFP Partners units
received one common share of FFP
Marketing for each unit of FFP Partners held on December 28, 1997. The common
shares reflected hereon were
received in connection with this restructuring by various companies in which
Mr. Harvison has an indirect
ownership interest. Mr. Harvison is a manager of 7HBF Management Co., Ltd., a
Texas limited liability company that
is the general partner of 7HBF, Ltd., a Texas limited partnership that owns,
directly or indirectly, from 33-1/3% to
100% of the equity interests of nine companies that received common shares of
FFP Marketing in connection with
the restructuring. Mr. Harvison is also a manager of HBF Financial, Ltd., a
Texas limited liability company, which
owns, directly or indirectly, 25% and 100%, respectively, of two companies that
received FFP Marketing common
shares in connection with the restructuring. Mr. Harvison is also the
beneficiary of a trust that owns indirectly
16.66% of a company that received FFP Marketing common shares in connection
with the restructuring. Therefore,
he may be deemed to share investment control over the shares held by these
companies. The number of common
shares set forth above is Mr. Harvison's proportionate pecuniary interest in
the shares owned by these
companies. Mr. Harvison disclaims beneficial ownership of all these Units.
Note 2: As a result of the restructuring referred to in Note 1, holders of
options to purchase units of FFP Partners
received options to purchase a like number of common shares of FFP Marketing.
The terms of the options so
acquired are identical to the options to purchase FFP Partners units except
that the exercise price was allocated
between the options to acquire FFP Partners units and FFP Marketing common
shares based on the relative closing
prices on the American Stock Exchange of the two securities for the month
following the restructuring. Options
are exercisable as follows: 16,668 currently; 8,332 on April 6,
1998.
SIGNATURE OF REPORTING PERSON
John D. Harvison
DATE
February 27, 1998
