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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 3, 1999
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(Date of earliest event reported)
TRAVELCENTERS OF AMERICA, INC.
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(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-26497 36-3856519
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
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24601 Center Ridge Road, Suite 200, Westlake, Ohio 44145-5634
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 808-9100
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Item 2. Acquisition or Disposition of Assets.
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On June 3, 1999, the registrant, TravelCenters of America, Inc., a
Delaware corporation ("TravelCenters"), acquired Travel Ports of America, Inc.,
a New York corporation ("Travel Ports"), pursuant to the merger (the "Merger")
of TP Acquisition, Inc. ("MergerCo"), a New York corporation and wholly owned
subsidiary of TravelCenters, with and into Travel Ports. The Merger was effected
pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of February 26, 1999, among TravelCenters, MergerCo and Travel Ports. Upon
completion of the Merger, Travel Ports became a wholly owned subsidiary of
TravelCenters.
Travel Ports, headquartered in Rochester, New York, operates 16 travel
plazas located in the states of New York, New Jersey, North Carolina, New
Hampshire, Indiana, Maryland and Pennsylvania and operates a single fuel
terminal in Pennsylvania.
In the Merger, each common share, par value $.01 per share, of Travel
Ports was converted into the right to receive $4.30. Pursuant to Merger
Agreement, TravelCenters also entered into a share exchange agreement providing
for the issuance of 85,000 shares of common stock of TravelCenters in exchange
for 653,025 Travel Ports common shares held by a certain shareholder of Travel
Ports, which exchange was completed immediately prior to the completion of the
Merger. In addition, certain holders of stock options and other convertible
securities of Travel Ports outstanding immediately prior to the completion of
the Merger, whether or not then exercisable, entered into agreements with Travel
Ports providing for the cancellation of such options or convertible securities
in exchange for a cash payment to the holders generally equal to the net amount
that such holders would have received had they converted their options or
convertible securities into Travel Ports common shares and received $4.30 for
each share so converted. Furthermore, TravelCenters was required pursuant to the
Merger Agreement to provide Travel Ports with cash necessary to repay certain of
Travel Ports' outstanding indebtedness in the amount of $23.5 million. As a
result, TravelCenters paid approximately $56 million in cash in connection with
the Merger. The consideration paid in connection with the Merger was arrived by
arm's-length negotiations with Travel Ports.
There were no prior material relationships between Travel Ports,
TravelCenters or any of TravelCenters' affiliates, any director or officer of
TravelCenters, or any associate of any such director or officer, on the one
hand, and Travel Ports, on the other hand.
TravelCenters utilized cash made available pursuant to previous
financing, including the most recent financing completed in December 1998 (with
a syndication led by The Chase Manhattan Bank) to effect the acquisition of the
travel centers business of Burns Bros., Inc.
Additional information concerning the Merger is also contained in (i)
the Merger Agreement, which is incorporated by reference as an exhibit to this
report from TravelCenters' Schedule 13D, dated March 8, 1999, and (ii)
TravelCenters' press release, dated June 3, 1999, announcing the completion of
the Merger, a copy of which is attached as Exhibit 99.1 to this report.
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Item 5. Other Events.
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The Company issued a news release on June 3, 1999, a copy of
which is filed as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired.
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Pursuant to Rule 3-05(b)(2)(i) of Regulation S-X, financial
statements of the business acquired are not required to be filed with this
report.
(b) Pro Forma Financial Information.
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The pro forma financial information required by this item
currently is not available. The pro forma financial information will be filed by
amendment as soon as is practicable, but not later than 60 days after the date
this Report is due.
(c) Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated February 26,
1999, among TravelCenters of America, Inc., TP
Acquisition, Inc. and Travel Ports of America,
Inc.* (1)
99.1 News release, dated June 3, 1999, from the Company.
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*The Registrant agrees by this filing to supplementally furnish a copy of the
Exhibits and Schedules to this Agreement and Plan of Merger to the Commission
upon request.
(1) Incorporated herein by reference to Exhibit C to the Company's Schedule
13D, dated March 8, 1999.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
TRAVELCENTERS OF AMERICA, INC.
By: /s/ James W. George
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James W. George,
Senior Vice President,
Chief Financial Officer and Secretary
Date: June 16, 1999
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated February 26,
1999, among TravelCenters of America, Inc., TP
Acquisition, Inc. and Travel Ports of America,
Inc. (1)
99.1 News release, dated June 3, 1999, from the Company.
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(1) Incorporated herein by reference to Exhibit C to the Company's Schedule
13D, dated March 8, 1999.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Michael O'Connor
TravelCenters of America
440-808-3049
TRAVELCENTERS OF AMERICA COMPLETES ACQUISITION OF
TRAVEL PORTS OF AMERICA
WESTLAKE, Ohio, June 3, 1999 --- TravelCenters of America today
announced the completion of its merger with Travel Ports of America through the
acquisition for cash of all outstanding shares of Travel Ports for $4.30 per
share. The merger was unanimously adopted by the boards of TA and Travel Ports
and was adopted by the shareholders of Travel Ports on June 1, 1999.
The acquisition by TA of Travel Ports, a regional network of 16 travel
centers located primarily in the Northeast, will expand the TA network to 162
locations in 40 states coast-to-coast and enable TA to provide more
comprehensive service to trucking companies in the northeastern United States.
Late last year, TA acquired Burns Bros. Travel Stops which included 17 travel
centers located in the western and northwestern United States.
"The completion of the Travel Ports acquisition keeps us on target for
our network growth plans. More importantly, our customers will benefit by the
addition of quality fueling sites, TA programs and policies and the friendly
service offered by 1,500 new TA employees," said Ed Kuhn, TA president and chief
executive officer.
TA has strategically positioned itself to offer the travel center
concept to a wide cross-section of highway travelers, including large truck
fleet customers, owner-operators and motorists.
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The development of full-service, state-of-the-art facilities, along
with a wide array of offerings, including diesel fuel, gasoline, restaurants,
retail stores, truck service and maintenance shops, quick-serve restaurants,
motels, showers and game rooms are key elements of the company's long-term plan.
TA opened its first new prototype facility in Commerce City, Colorado on May 22,
1999. TA plans to use the new building design in all its new-build and re-imaged
facilities as part of its $250 million network-wide capital improvement plan.
Headquartered in Westlake, Ohio, a Cleveland suburb, TravelCenters of
America is the largest network of full-service travel centers in the nation. TA
employs more than 12,000 people at 162 facilities in 40 states.
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This press release contains forward-looking statements based on current
expectations that are covered under the "safe harbor" provision within the
Private Securities Litigation Reform Act of 1995. Actual results and events
related to the acquisition may differ from those anticipated as a result of
risks and uncertainties that include, but are not limited to, the effective
integration of Travel Ports into TA, the overall economic, market and industry
conditions, as well as the risks described from time to time in TA and Travel
Ports reports filed with the Securities and Exchange Commission.
