PROSPECTUS
TRAVEL PORTS OF AMERICA, INC.
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1,643,000 SHARES OF COMMON STOCK
(Par Value $.01 Per Share)
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This Prospectus relates to offers and sales of 1,643,000 shares of
Common Stock, par value $.01 per share (the "Common Stock") of Travel
Ports of America, Inc., a New York corporation (the "Company") issuable
upon conversion of the Company's outstanding 8.5% Senior Subordinated
Convertible Debentures due January 15, 2005 (the "Debentures"), and upon
the exercise of outstanding warrants to purchase Common Stock held by the
holders of the Debentures (the "Private Placement Warrants") and the
Placement Agent for the Debentures (the "Placement Agent Warrants"). The
holders of the Debentures, the Private Placement Warrants, and the
Placement Agent Warrants are sometimes referred to in this Prospectus
collectively as the "Selling Stockholders." See "Selling Stockholders".
Shares covered by this Prospectus may be offered and sold from time
to time directly by the Selling Stockholders or through brokers on the
National Association of Securities Dealers Automated Quotation ("NASDAQ")
National Market System or otherwise at the prices prevailing at the time
of such sales. No specified brokers or dealers have been designated by
the Selling Stockholders and no agreement has been entered into in respect
of brokerage commissions or for the exclusive or coordinated sale of any
securities which may be offered pursuant to this Prospectus. The net
proceeds to the Selling Stockholders will be the proceeds received by them
upon such sales, less brokerage commissions, if any. The Company will pay
all expenses of preparing and reproducing this Prospectus, but will not
receive any of the proceeds from sales by any of the Selling Stockholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesman, or any other person has been authorized to give
any information or to make any representation other than as contained or
incorporated by reference herein and, if given or made, such information
or representation must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities by anyone in any jurisdiction
in which such offering may not lawfully be made. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company or the information herein since the date hereof.
See "Certain Investment Considerations".
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The date of this Prospectus is November 16, 1995.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 3
The Company 3
The Offering 4
Use of Proceeds 4
Certain Investment Considerations 4
Selling Stockholders 7
Plan of Distribution 10
Experts 10
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy and other
information statements, and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission in Washington, D.C., and at certain of its regional offices
located as follows: Public Reference Section, 450 Fifth Street, N.W.,
Room 1204, Washington, D.C. 20549; New York Regional Office, Seven World
Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60621.
copies of such material can also be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Room 1204, Washington,
D.C. 20549, at prescribed rates.
Trades in the Common Stock of the Company are reported on the NASDAQ
National Market System. Reports, proxy statements, information
statements, and other information concerning the Company can be inspected
at the offices of the National Association of Securities Dealers, Inc.,
located at 1735 K Street N.W., Washington, D.C. 20006. This Prospectus is
part of a Registration Statement on Form S-3 (the "Registration
Statement") which the Company has filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For
further information with respect to the Company reference is hereby made
to such Registration Statement, exhibits, and schedules, which may be
obtained from the Commission's principal office in Washington, D.C., upon
payment of the fees prescribed by the Commission. Statements contained in
this Prospectus concerning any document filed as an exhibit are not
necessarily complete and, in each instance, reference is made to the copy
of such document filed as an exhibit to the Registration Statement. Each
such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents:
(1) The Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended April 30, 1995, filed pursuant to the Exchange Act.
(2) Quarterly Report on Form 10-Q for the quarter ended July 31,
1995.
(3) The description of the Company's Common Stock contained in the
Company's registration statement filed under Section 12 of the 1934 Act,
including any amendment or report filed for the purpose of updating such
description.
(4) All other documents filed with the Commission by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this
Prospectus. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
Any person receiving a copy of this Prospectus may obtain,
without charge, upon written or oral request, a copy of any of the
documents incorporated by reference herein, except for the exhibits to
such documents. Written requests should be mailed to Secretary, Travel
Ports of America, Inc., 3495 Winton Place, Building C, Rochester, New York
14623. Telephone requests may be directed to (716) 272-1810.
THE COMPANY
Travel Ports of America, Inc., a New York Corporation (the "Company")
operates 14 truck and motor plazas in six states (New York, New Jersey,
New Hampshire, North Carolina, Indiana and Pennsylvania), a fuel terminal,
and related services for the trucking and motor travel industries.
Headquartered in Rochester, New York, the Company is publicly held and its
Common Stock is traded on the NASDAQ National Market System ("NASDAQ")
under the trading symbol TPOA.
The Company was incorporated in New York in 1979. Its principal
offices are located at 3495 Winton Place, Building C, Rochester, New York
14623; telephone (716) 272-1810.
THE OFFERING
Securities Offered 1,643,000 shares of Common Stock
acquirable upon conversion of the
Debentures and upon exercise of the
Private Placement Warrants and
the Placement Agent Warrants.
Common Stock Outstanding(1) 5,231,924
Common Stock to be Outstanding
after the Offering(2) 6,874,924
(1) as of October 16, 1995
(2) Assuming conversion of all Debentures and exercise of all Warrants.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock offered in this Prospectus.
CERTAIN INVESTMENT CONSIDERATIONS
The following factors should be considered together with other
information in this Prospectus, in evaluating an investment in the
Company:
Reliance on Customers' Ability to Travel
The Company's business is wholly dependent upon the effect that
economic and other conditions have on motor vehicle travel in general and,
especially, truck travel. Several factors, such as general and regional
economic conditions and the price and availability of fuel, may from time
to time contribute to a decline in such travel, and such a decline may
adversely affect the Company's operations.
Competition
The truck stop business in general and the separate aspects that make
up such business are all highly competitive. There are several larger
truck stop chains than the Company. Also, there are many single operator
truck stops throughout the Company's marketing area.
In addition to other truck stops, the Company faces competition from
major and independent oil companies and independent service station
operators; national and independent operators of motels and motel chains;
national and independent operators of restaurants, fast food chains,
diners and other eating establishments; and super markets, department
stores, convenience stores, drug stores and other retail outlets.
Many of the Company's competitors, such as the major oil companies
and national and regional motel, restaurant and retail chains, are larger,
better established, and have greater financial and other resources than
the Company. While the Company intends to attempt to offset these
advantages by continuing to offer all of its products and services in one,
well chosen, highly visible and easily accessible location, there can be
no assurance that this marketing strategy will be successful and
profitable.
Regulation
The Company's fueling operations are subject to federal, state and
local laws and regulations concerning environmental matters. These laws
and regulations affect the storing, dispensing and discharge of petroleum
and other wastes and affect the Company both in the securing of permits
for its fueling operations and in the ongoing conduct of such operations.
Facilities that engage primarily in dispensing petroleum products have in
the last ten years been the subject of close scrutiny by regulators.
Although the Company believes that it maintains operating procedures
satisfactory to comply with such regulations and scrutiny, maintains
environmental insurance on most of its facilities, and to date has not had
any material environmental claim or expense, there can be no assurance
that significant cleanup or compliance costs may not be incurred by the
Company and may affect the Company's earnings.
In addition, the Company's motel and restaurant operations are
subject to federal, state and local regulations concerning health
standards, sanitation, fire and general overall safety. In addition,
truck stops must comply with the requirements of local governmental bodies
concerning zoning, land use and, as discussed above, environmental
factors. Difficulties in obtaining the required licensing or approvals
could result in delays or cancellations in the opening of proposed new
motor plazas.
Legal Proceedings
In 1988, the Company was sued in the Court of Common Pleas, Lucerne
County, Pennsylvania by the purchaser (the "Purchaser") of 23 gas stations
from the Company claiming violations of a 1987 Agreement of Sale and
seeking $2,395,000 in damages, which was the purchase price. Subsequent
to the closing of the Agreement of Sale, two stations were conveyed back
to the Company and Purchaser received, from an escrow deposit made by
Purchaser, $264,793, which will be credited to the Company should there be
any recovery in the Purchaser's action. The Purchaser is currently
operating 21 of the purchased stations and has not requested a rescission
of the Agreement. The largest part of the Purchaser's claim relates to
alleged misrepresentations as to the amount of fuel that had been sold at
the stations while operated by the Company. As a result of discovery and
investigation, the Company is vigorously defending the claim and believes
it has a defense to substantially all of the claims.
The Company has filed a separate claim against the Purchaser seeking
reimbursement for gasoline taxes paid to the Commonwealth of Pennsylvania
by the Company that the Company claims were the responsibility of the
Purchaser in connection with the purchase of the stations. The Company is
asking for damages in excess of $50,000.00 and punitive damages in excess
of $50,000.00. The matters discussed in this and the preceding paragraph
may be consolidated for trial.
There can be no assurances that the outcome of either or both of the
above actions will be favorable to the Company. The loss of the action
commenced against the Company could have a material adverse impact on the
Company.
Site Location
The Company's business depends upon its ability to identify and
operate at locations where there is a substantial amount of truck and
other motor vehicle traffic. Road relocation, construction of an
alternate, more desirable route, or changes in driver preference may cause
declines in the number of vehicles to which the Company's facilities are
accessible. There can be no assurance that the Company's existing sites
will continue to experience reasonable traffic flow, nor that the Company
will be successful in choosing profitable sites in the future.
Dependence on Key Personnel
The Company is heavily dependent on E. Philip Saunders, its Chairman,
and John M. Holahan, its President, for the successful operation and
expansion of its business. Mr. Saunders, who has other business
interests, devotes approximately 25% of his time to the business of the
Company. Mr Holahan devotes all of his business time to the Company but,
inasmuch as there is no employment agreement between the Company and Mr.
Holahan, there can be no assurance that he will remain in the Company's
employ for any specific period of time. The loss of the services of
either of them could adversely affect the operation of the Company.
Dividends
There can be no assurance that the operations of the Company will
generate sufficient revenues to enable the Company to declare or pay
dividends, and for the foreseeable future the Company intends to use any
earnings to finance its growth rather than to pay dividends. In addition,
loan agreements between the Company and its primary lender, as well as the
Debentures, prohibit the declaration of dividends without prior consent by
such lender and the holders of Debentures. No dividends have been paid by
the Company to date.
Control
Members of the management of the Company and their affiliates own
approximately 41% of the Company's outstanding Common Stock and are in a
position to elect all the directors of the Company and thus control the
management and affairs of the Company with the consent of the holders of a
relatively small number of additional outstanding shares of Common Stock.
Shares Eligible for Resale
Of the presently outstanding shares of the Company's Common Stock,
approximately 2,105,000 shares are "restricted securities" as that term is
defined by Rule 144 promulgated under the Act and may be sold only in
compliance with such Rule or pursuant to registration under the Act or
pursuant to another exemption therefrom. The Company is unable to predict
the effect that sales made under Rule 144, pursuant to future registration
statements or otherwise, may have on any then-prevailing market price for
the Company's securities, although it is likely that sales or a large
number of securities would depress such market price.
Significant Transactions with Management
The Company has entered into leases with, and purchases products and
services from, organizations owned and operated by shareholders, officers,
and/or directors of the Company. Among these agreements is an agreement
pursuant to which the Company has agreed to purchase all of its petroleum
products through December 1995 for three of its fourteen truckstops from a
corporation owned by the Company's chairman. Management believes that the
terms of the purchase agreement and the spot market purchases are fair and
competitive when compared with the purchasing opportunities for similar
products in like quantities from other vendors. It is possible that
conflicts of interest may arise as a result of these relationships.
SELLING STOCKHOLDERS
The following tables set forth the name of each of the Selling
Stockholders and (a) the number of shares of Common Stock each such
Selling Stockholder beneficially owned as of October 16, 1995; (b) the
number of shares of Common Stock to be offered by each such Selling
Stockholder and being registered hereby, some or all of which shares may
be sold pursuant to this Prospectus; and (c) the number of shares of
Common Stock and the percentage, if 1% or more, of the total class of
Common Stock outstanding to be beneficially owned by each such Selling
Shareholder following this offering, assuming the sale pursuant to this
offering of all Common Stock registered hereby. There is no assurance,
however, that any of the Selling Shareholders will sell any or all of the
shares of Common Stock offered by them hereunder. Unless indicated in a
footnote, none of the Selling Stockholders has held any position, office,
or material relationship with the Company or any of its predecessors or
affiliates within three years of the date of this prospectus.
DEBENTURE HOLDERS:
Number of
Number of Shares of
Shares of Common Stock
Number of Common Stock Remaining if
Shares of Acquirable (and All Shares
Common Stock Registered Hereby) Registered
Currently Upon Conversion or Hereby Are Sold
Name Owned Exercise (% if > 1%)
E. Philip Saunders(1) 1,600,000 100,000 1,600,000 (23%)
Silverton International
Fund Ltd -- 150,000 --
Polar Partners One -- 50,000 --
Kirpet Co. -- 33,333 --
Compaignie D'Assurances
Maritimes Aeriennes
& Terrestres -- 200,000 --
Commonwealth of Virginia -- 200,000 --
Monsanto Master Trust -- 133,333 --
The Bond Fund for Growth -- 650,000 --
John M. Holahan (2) 505,000 16,667 505,000 (7%)
CSC Industries Pension Plan,
Harris Trust & Services Bank as
Trustee -- 16,667 --
PRIVATE PLACEMENT WARRANT HOLDERS:
E. Philip Saunders (1) 1,600,000 1,000 1,600,000 (23%)
Silverton International
Fund Ltd -- 1,500 --
Polar Partners One -- 500 --
Kirpet Co. -- 334 --
Selig Zises Rollover IRA -- 833 --
Compaignie D'Assurances
Maritimes Aeriennes
& Terrestres -- 2,000 --
Commonwealth of Virginia -- 2,000 --
Monsanto Master Trust -- 1,333 --
The Bond Fund for Growth -- 5,000 --
Banque Odier Bungener
Courvoisier -- 1,000 --
PLACEMENT AGENT WARRANT HOLDER:
Value Investing
Partners, Inc. (3) -- 77,500 --
Footnotes to the Selling Stockholders Tables
(1) Mr. Saunders is Chairman, Chief Executive Officer, and a Director of
the Company.
(2) Mr. Holahan is President, Chief Operating Officer, and a Director of
the Company. Does not include options to purchase 200,000 additional
shares, granted to Mr. Holahan under Incentive Stock Option Plans
maintained by the Company.
(3) The Placement Agent Warrants were granted to Value Investing
Partners, Inc. as partial consideration for its assistance in privately
placing $4,650,000 of the Debentures and Private Placement Warrants.
PLAN OF DISTRIBUTION
Any shares of Common Stock offered hereby are being sold by the
Selling Stockholders acting as principals for their own account. The
Company will not be entitled to any proceeds from the sale of any shares
sold by the Selling Stockholders as part of this offering. The
distribution of the Common Stock by the Selling Stockholders may be
effected from time to time in ordinary brokerage transactions on NASDAQ at
market prices prevailing at the time of sale or in one or more negotiated
transactions at prices acceptable to the Selling Stockholders. The
brokers or dealers through or to whom the Common Stock may be sold may be
deemed underwriters of the shares within the meaning of the Securities
Act, in which event all brokerage commissions or discounts and other
compensation received by such brokers or dealers may be deemed to be
underwriting compensation. The Company will bear all expenses of the
offering, except that the Selling Stockholders will pay any applicable
brokerage fees or commissions and transfer taxes. In order to comply with
the securities laws of certain states, if applicable, the shares will be
sold only through registered or licensed brokers or dealers. In addition,
in certain states, the shares may not be sold unless they have been
registered or qualified for sale in such state or an exemption from such
registration or qualification requirement is available and is complied
with.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K/A of Travel Ports of America, Inc. for
the year ended April 30, 1995, have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent accountants, given upon
the authority of said firm as experts in auditing and accounting.
