SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)
Travel Ports of America, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
894167105
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 7 Pages
<PAGE>
CUSIP NO. 894167105 13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OppenheimerFunds, Inc.
I.R.S. NO. 13-2527171
- ------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
------------------------------------------------------------
A
-------------
B X
-------------
- ------ ---- ------------- -------------
3 SEC USE ONLY
- ------ -------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- ------ -------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------- ---- ----------------------------------------------------------
6 SHARED VOTING POWER
0
-------- --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
0
-------- --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
959,364
-------- ------------- -------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,364
------------- -------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
------------- -------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.57%
------------- -------------
12 TYPE OF REPORTING PERSON*
IA
- ------ -------- ------------- -------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 894167105 13G Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oppenheimer Bond Fund For Growth
I.R.S. No. 16-62893111
- ------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
------------------------------------------------------------
A
-------------
B X
-------------
- ------ ---- ------------- -------------
3 SEC USE ONLY
- ------ -------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- ------ -------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 959,364
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------- ---- ----------------------------------------------------------
6 SHARED VOTING POWER
0
-------- --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
0
-------- --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
959,364
-------- ------------- -------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,364
------------- -------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
------------- -------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.57%
------------- -------------
12 TYPE OF REPORTING PERSON*
IV
- ------ -------- ------------- -------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Travel Ports of America, Inc..
Item 1(b) Address of Issuer's Principal Executive Offices:
3495 Winton Place
Building C
Rochester, New York 14623
Item 2(a) Name of Person Filing:
OppenheimerFunds, Inc.
Item 2(b) Address of Principal Business Office:
Two World Trade Center, Suite 3400
New York, New York 10048-0203
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
894167105
Item 3(e) X Investment Adviser registered under Section 203 of
---
the Investment
Advisers Act of 1940
Item 4(a) Amount Beneficially Owned: 959,364 shares*
Item 4(b) Percent of Class: 14.57%
Item 4(c)(i) Sole Power to vote or to direct the vote - 0
Item 4(c)(ii) Shared power to vote or to direct the vote - 0
Item 4(c)(iii) Sole power to dispose or to direct the disposition of - 0
Item 4(c)(iv) Shared power to dispose or to direct the disposition of -
959,364 shares*
*includes the number of common shares of Issuer that will be received upon
conversion of the convertible bonds and warrants held by Oppenheimer Bond Fund
For Growth
Page 4 of 7 Pages
<PAGE>
Item 5 Ownership to Five Percent or Less of a Class:
--------------------------------------------
If this statement is being filed to report the fact that as
of the date hereof, the reporting person has ceased to be
the beneficial owner of more than 5% of the class of
securities, check the following:
Item 6 Ownership of More than Five Percent on Behalf of Another
----------------------------------------------------------
Person:
------
See Exhibit A hereto.
Item 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security
Being Reported on By the Parent Holding Company:
Inapplicable
Item 8 Identification and Classification of Members of the Group:
---------------------------------------------------------
Inapplicable
Item 9 Notice of Dissolution of Group:
------------------------------
Inapplicable
Item 10 Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or
effect.
SIGNATURE After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 9, 1998
Signature: /s/ Merryl Hoffman
----------------------------------------
Name/Title: Merryl Hoffman, Vice President
Page 5 of 7 Pages
<PAGE>
EXHIBIT A
The Board of Directors or Trustees of the registered investment companies
managed by OppenheimerFunds, Inc. ("OFI") and owning shares of the issuer can
direct the disposition of dividends received by such funds and can dispose of
such securities. Additionally, OFI shares the power to dispose of such
securities with the Board of Directors or Trustees of such funds; however, the
Board of Directors or Trustees of such fund has delegated these responsibilities
to OFI as the fund's investment advisor under its investment advisory agreement.
OFI has an interest relating to five (5%) percent or more of such securities as
disclosed on Page 2 hereof, by virtue of the interest of five percent (5%) or
more of such securities by Oppenheimer Bond Fund For Growth, as disclosed on
pages 3 and 4 hereof. OFI disclaims ownership of such securities, except as
expressly stated herein.
Page 6 of 7 Pages
<PAGE>
EXHIBIT B
The undersigned investment company hereby acknowledges and agrees that a
report on Schedule 13G being filed by OppenheimerFunds, Inc. on or about the
date hereof, relating to the common stock of Travel Ports of America, Inc., is
filed on behalf of the undersigned.
Dated: February 9, 1998
Oppenheimer Bond Fund For Growth
By: /s/ Robert G. Zack
Robert G. Zack
Assistant Secretary
SEC\trave#2..13g
Page 7 of 7 Pages
