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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Commission File Number 333-87371-01
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PETRO HOLDINGS FINANCIAL CORPORATION
(Exact name of the registrant as specified in its charter)
Delaware 74-2922355
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6080 Surety Dr.
El Paso, Texas 79905
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (915) 779-4711
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ________
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: As of September 30, 2000,
the number of shares outstanding of the registrant's only class of common stock
was 2,500.
The registrant meets the condition's set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
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PART I. Financial Information
Item 1. Financial Statements
PETRO HOLDINGS FINANCIAL CORPORATION
UNAUDITED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
1999 2000
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<S> <C> <C>
Assets
Cash
Total assets $ 1,000 $ 1,000
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$ 1,000 $ 1,000
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Stockholder's Equity
Common stock, $.01 par value: 10,000 shares authorized;
2,500 shares issued and outstanding $ 25 $ 25
Additional paid-in capital 975 975
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Total stockholder's equity $ 1,000 $ 1,000
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</TABLE>
See accompanying notes to unaudited financial statements.
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PETRO HOLDINGS FINANCIAL CORPORATION
UNAUDITED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
From Inception (July 6, 1999)
Through the Period Ended Nine Months Ended
September 30, 1999 September 30, 2000
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<S> <C> <C>
Cash flows provided by financing activities:
Proceeds from sale of stock $ 1,000 $ -
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Net cash provided by financing activities 1,000 -
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Net increase in cash 1,000 -
Cash, beginning of period - 1,000
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Cash, end of period $ 1,000 $ 1,000
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</TABLE>
See accompanying notes to unaudited financial statements.
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PETRO HOLDINGS FINANCIAL CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) Organization and Basis of Presentation
Petro Holdings Financial Corporation (the "Company") is a wholly-owned
subsidiary of Petro Stopping Centers Holdings, L.P. ("Holdings") and was
incorporated July 6, 1999 for the sole purpose of serving as a co-issuer with
Holdings in the issuance of 82,707 units each consisting of $1,000 principal
amount at stated maturity of Holdings 15.0% senior discount notes due 2008 ("15%
Notes") and 82,707 exchangeable Petro Warrant Holdings Corporation's warrants
(the "Warrants"). Upon an exchange event, such as a change in control, IPO, or
bankruptcy, the Warrants will be exchanged, for no additional consideration, for
100% of the common stock of Petro Warrant Holdings Corporation, whose sole asset
currently is approximately 10.0% of the common limited partnership interests in
Holdings. At the same time the Company co-issued the 15% Notes and the Warrants,
the Company also co-issued with Holdings, notes to Chartwell Investments, Inc.
of approximately $14,800,000 in accreted value, without warrants. The 15% Notes
and the notes issued to Chartwell Investments, Inc. are recorded on the
financial statements of Holdings.
The Company has no employees, only nominal assets, has not and will not
conduct any operations and, accordingly, has no statement of operations. The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and, therefore, certain financial information
has been condensed and certain footnote disclosures have been omitted. Such
information and disclosures are normally included in the financial statements
prepared in accordance with generally accepted accounting principles.
The unaudited condensed financial statements should be read in conjunction
with the financial statements and notes thereto in the Annual Report of Petro
Holdings Financial Corporation on Form 10-K for the year ended December 31, 1999
("1999 Form 10-K"). Capitalized terms used in this report and not defined herein
have the meaning ascribed to such terms in the 1999 Form 10-K. In the opinion of
management of the Company, the accompanying unaudited financial statements
contain all adjustments necessary to present fairly the financial position of
the Company at December 31, 1999 and September 30, 2000 and cash flows from
inception, July 6, 1999, through the period ended September 30, 1999 and for the
nine months ended September 30, 2000. The Company meets the requirements of an
Inactive Registrant as defined by Rule 3-11 of the Securities and Exchange
Commission's Regulation S-X (the "Rule"). The Rule stipulates that if a
registrant is inactive, the financial statements required for purposes of
reports pursuant to the Securities Exchange Act of 1934 may be unaudited.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company is inactive and, accordingly, it has no operations and only
minimal assets.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None.
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Incorporated herein by reference is a list of Exhibits contained
in the Exhibit Index on Page 6 of this Quarterly Report.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the quarter
ended September 30, 2000.
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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 thereunto duly authorized.
PETRO HOLDINGS FINANCIAL CORPORATION
(Registrant)
Date: November 13, 2000 /s/ David A. Appleby
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David A. Appleby
Vice President of Finance and Treasurer
(on behalf of Registrant and as Registrant's
Principal Financial and Chief Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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3.1 (aa) Certificate of Incorporation.
3.2 (aa) Bylaws.
27* Financial Data Schedule.
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(aa) Incorporated by reference. Filed with the Company's Registration Statement
on Form S-4 (Registration No. 333-87371) on September 17, 1999.
* Filed herewith.
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