<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report - May 1, 2000
PETRO STOPPING CENTERS HOLDINGS, L.P.
(Exact name of the registrant as specified in its charter)
Delaware 333-87371 74-2922482
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
6080 Surety Drive, El Paso, Texas 79905
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (915) 779-4711
================================================================================
<PAGE>
Item 4. -- Changes in Registrant's Certifying Accountant
(a) On April 24, 2000, the Registrant notified Arthur Andersen LLP (Dallas,
Texas office) of its decision to dismiss Arthur Andersen and to retain
another independent accountant for the purpose of conducting an audit of
its financial statements for fiscal year ended December 31, 2000.
(b) Arthur Andersen LLP's report on the financial statements of the Registrant
for the last three most recent fiscal years did not contain any adverse
opinion or disclaimer of opinion nor did they contain any qualified
opinion as to uncertainty, audit scope, or accounting principles.
(c) On April 18, 2000, the change in the independent accountants was
recommended by the Audit Committee of the Board of Directors and action
was taken on said date to retain another independent accountant.
(d) During the last three most recent fiscal years and interim period through
April 24, 2000, there were no disagreements with Arthur Andersen LLP on
matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Arthur Andersen LLP, would have caused
them to make reference to the subject matter of the disagreement(s) in
connection with their report. In addition, during such period, there have
been no "reportable events" with Arthur Andersen LLP as described in Items
304(a)(1)(v) of Regulation S-K.
(e) A copy of Arthur Andersen LLP's letter directed to the Securities and
Exchange Commission regarding the statements made by the Registrant in
this Form 8-K is attached as an exhibit to this report on Form 8-K.
(f) On April 24, 2000, the Registrant notified KPMG LLP (El Paso, Texas
office) of its intention to retain such firm as independent accountant for
the purpose of conducting an audit of its financial statements for the
fiscal year ended December 31, 2000 and on May 1, 2000, KPMG LLP accepted
the engagement.
(g) During the last three most recent calendar years and through the date of
this report, Registrant did not consult KPMG LLP on either the application
of accounting principles to a completed or proposed specific transaction,
or on the type of audit opinion that might be rendered on Registrant's
financial statements.
Item 7. -- Financial Statements and Exhibits
(c) Exhibits
16.1. Letter dated April 26, 2000 from Arthur Andersen LLP stating whether
it agrees with the statements set forth in Item 4 of this Form 8-K.
1
<PAGE>
SIGNATURE
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 hereunto duly authorized.
PETRO STOPPING CENTERS HOLDINGS, L.P.
(Registrant)
Date : May 1, 2000 By: /s/ David A. Appleby
-----------------------------------
David A. Appleby
Vice President of Finance
and Treasurer (on behalf of
Registrant and as Principal
Financial and Chief
Accounting Officer)
2
<PAGE>
PETRO STOPPING CENTERS HOLDINGS, L.P.
FORM 8-K
Date of Report: May 1, 2000
EXHIBIT INDEX
Item 7(c) Exhibits
16.1. Letter dated April 26, 2000 from Arthur Andersen LLP stating
whether it agrees with the statements set forth in Item 4 of
this Form 8-K.
3
<PAGE>
Exhibit 16.1
ARTHUR ANDERSEN
Arthur Andersen LLP
Suite 5600
901 Main Street
Dallas, TX 75202-3799
Tel 214 741 8300
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
April 26, 2000
Dear Sir/Madam:
We have read paragraphs (a) through (e) of Item 4 included in the Form 8-K dated
May 1, 2000 of Petro Stopping Centers Holdings, L.P. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
By /s/ Arthur Andersen LLP
Phillip R. Smith
VP
cc: Mr. David A. Appleby, Vice President of Finance and Treasurer Petro
Stopping Centers, L.P.
