SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FFP Marketing Company, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
30243M 10 5
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(CUSIP Number)
W. Alan Kailer, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 28, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box o.
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CUSIP No. 30243M 10 5
1. Name of reporting person and S.S. or I.R.S. Identification Nos. of
persons: HBF Financial, Ltd. 75-2432770
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2. Check the appropriate box if a member of a group (see instructions)
(a) [ ] (b) [ ]
3. SEC use only
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4. Source of funds (see instructions) OO
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5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or place of organization Texas
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7. Sole voting power 0
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Number of shares
beneficially owned by 8. Shared voting power 738,443
each reporting person --------------------
with:
9. Sole dispositive power 0
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10. Shared dispositive power 738,443
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11. Aggregate amount beneficially owned by each reporting person
738,443
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12. Check if the aggregate amount in row 11 excludes certain shares (see
instructions) [ ]
13. Percent of class represented by amount in row 11
19.5%
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14. Type of reporting person (See instructions):
OO
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CORPDAL:96591.2 12013-00014
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Schedule 13D
This Schedule 13D is being filed pursuant to Rule 13d-1 of the General
Rules and Regulations under the Securities Act of 1934, as amended. Unless
otherwise indicated, all capitalized terms used but not defined have the
meanings ascribed to such terms in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.01 per share
("Common Stock"), of FFP Marketing Company, Inc. ("FFP Marketing"), a
corporation organized and existing under the laws of the State of Texas. The
principal executive offices of FFP Marketing are located at 2801 Glenda Avenue,
Fort Worth, Texas 76117-4391.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name:
This Schedule 13D is filed by HBF Financial, Ltd. ("HBF") a limited
liability company organized and existing under the laws of the State
of Texas. The managers of HBF are John D. Harvison and J.D. St. Clair.
(b) Business Address:
The principal office and principal business address of HBF is 2801
Glenda Avenue, Fort Worth, Texas 76117-4326. The business address of
John D. Harvison and J.D. St. Clair is 2801 Glenda Avenue, Fort Worth,
Texas 76117-4326.
(c) Principal Business or Occupation:
The principal business of HBF is investments.
John D. Harvison's present principal occupation is Vice President of
Dynamic Production, Inc., an independent oil and gas exploration and
production company. The business address of Dynamic Production, Inc. is
2801 Glenda Avenue, Fort Worth, Texas 76117-4326.
J.D. St. Clair's present principal occupation is Vice President - Fuel
Supply and Distribution of FFP Marketing, the principal business of which
is the operation of convenience stores and retail motor fuel outlets and
the wholesaling of motor fuel. The business address of FFP Marketing is
2801 Glenda Avenue, Fort Worth, Texas 76117-4391.
(d) Criminal Convictions:
None of HBF, John D. Harvison or J.D. St. Clair, have been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) in the last five years.
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(e) Civil Proceedings:
None of HBF, John D. Harvison or J.D. St. Clair, have been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction in the last five years as a result of which such person was or
is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such
laws.
(f) Organization or Citizenship:
HBF is a Texas limited liability company.
John D. Harvison and J.D. St. Clair are both citizens of the United
States.
ITEM 3. SOURCE AND AMOUNT FUNDS OR OTHER CONSIDERATION.
HBF acquired shares of the Common Stock of FFP Marketing in connection
with the restructuring of FFP Partners, L.P., a publicly traded partnership
("FFPLP"), that, prior to the restructuring, owned and operated convenience
stores, truck stops, and self-service motor fuel outlets and conducted fuel
wholesaling and terminaling operations and other related activities. The
restructuring, which was approved by FFPLP's unitholders on December 26,
1997 and completed on December 28, 1997, separated FFPLP's non-real estate
assets from its real estate assets by transferring FFPLP's fuel and
merchandise marketing assets and other businesses conducted by it to FFP
Marketing. Pursuant to the terms of the restructuring, FFPLP unitholders
continue to own their units in FFPLP and also automatically received one
share of FFP Marketing Common Stock for each FFPLP unit owned.
HBF owns, ninety-eight percent (98%) of Nu-Way Energy Corporation, a
corporation organized and existing under the laws of the State of Texas
(the "Subsidiary"), which owns units of FFPLP. As a result of such
ownership, HBF may be deemed to hold the power to vote and dispose of the
Common Stock of FFP Marketing received by the Subsidiary upon completion of
the restructuring. Through its ownership of the Subsidiary, HBF received
beneficial ownership of 738,443 shares of Common Stock of FFP Marketing
upon completion of the restructuring.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock of FFP Marketing was acquired as a result of the
restructuring of FFPLP which was completed on December 28, 1997.
None of HBF, John D. Harvison or J.D. St. Clair has any current plans
or proposals that relate to or would result in any of the events described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) The beneficial ownership of shares of Common Stock of FFP
Marketing for each person named in Item 2 of this Schedule 13D as of
December 28, 1997, based on the issued and outstanding units of FFPLP as of
December 5, 1997, the record date for the restructuring, is set forth in
Schedule I attached hereto and specifically incorporated herein by
reference.
(b) HBF has shared voting and dispositive power over 738,443 shares of
Common Stock with 7HBF, Ltd., a Texas limited partnership ("7HBF"), which
owns 100% of Southway, Inc., a Texas corporation which owns 2% of the
Subsidiary. The general partner of 7HBF is 7HBF Management Co. Ltd., a
Texas limited liability company (the "General Partner"). The managers of
the General Partner are John D. Harvison and Randall W. Harvison. John D.
Harvison has sole voting and dispositive power over 16,667 shares of Common
Stock and, other than in his capacity as an officer, director or manager,
he has no shared voting or dispositive power over any shares. Other than in
his capacity as an officer, director or manager, Randall W. Harvison has no
voting or dispositive power, sole or shared, over any shares of Common
Stock. J.D. St. Clair has sole voting and dispositive power over 35,000
shares of Common Stock and may be deemed to have shared voting and
dispositive power with 7HBF over 83,417 shares held by a company of which
Mr. St. Clair is a director, executive officer and a one-third owner.
The applicable information required by Item 2 with respect to each
person with whom the power to vote or direct the vote or to dispose or
direct the disposition is shared, to the best of the Reporting Person's
knowledge, is as follows:
Name and Business Address:
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The principal office and principal business address of 7HBF and
the General Partner is 2801 Glenda Avenue, Fort Worth, Texas
76117-4326. The business address of Randall W. Harvison is 2801
Glenda Avenue, Fort Worth, Texas 76117-4326.
Principal Business or Occupation:
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The principal business of 7HBF is investments.
The principal business of the General Partner is investments.
Randall W. Harvison's present principal occupation is as an
attorney with a solo practice, the business address of which is
2801 Glenda Avenue, Fort Worth, Texas 76117-4326.
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Criminal Convictions:
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None of 7HBF, the General Partner, or Randall W. Harvison has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) in the last five years.
Civil Proceedings:
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None of 7HBF, the General Partner, or Randall W. Harvison has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction in the last five
years as a result of which such person was or is subject to a
judgment, decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to
such laws.
Organization or Citizenship:
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7HBF is a Texas limited partnership.
The General Partner is a Texas limited liability company.
Randall W. Harvison is a citizen of the United States.
(c) Other than as described in this Schedule 13D, none of the persons
named in response to paragraph (a) of Item 5 have effected any transactions
in the Common Stock of FFP Marketing in the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
January 26, 1998 HBF FINANCIAL, LTD.
By: /s/ John D. Harvison
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John D. Harvison, Manager
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SCHEDULE I
Name of Beneficial Number of FFP Marketing Percent Owned
Owner Shares Owned Beneficially Beneficially(1)
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HBF Financial, Ltd. 738,443(2) 19.5%
John D. Harvison 16,667(3) 0.4%
J.D. St. Clair 119,425(4) 3.2%
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(1) Based on 3,779,415 FFP Marketing shares outstanding after the
restructuring. FFP Marketing shares that an individual has the right to acquire
within 60 days pursuant to the exercise of options are deemed to be outstanding
for the purpose of computing the percentage ownership of such individual but are
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table.
(2) Consists of 738,443 shares owned by Nu-Way Energy Corporation, a Texas
corporation which is 98% owned by HBF Financial, Ltd.
(3) Consists of options to acquire 16,667 shares of Common Stock of FFP
Marketing.
(4) Includes options to acquire 30,000 shares of Common Stock of FFP
Marketing; 5,000 shares held directly; and 83,417 shares held by a company of
which Mr. St. Clair is a director, executive officer, and a one-third owner; and
1,008 shares owned by a company which is partially owned by two companies in
which Mr. St. Clair has interests of 25% and 33.3%. Mr. St. Clair may be deemed
to share beneficial ownership of 83,417 shares with 7HBF, Ltd.
CORPDAL:96591.2 12013-00014
