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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
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Travel Ports of America, Inc. (Formerly Roadway Plazas, Inc.)
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
894 167 105 000
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(CUSIP Number)
Dennis J. McGillicuddy, 5111 Ocean Blvd., Sarasota, FL 34242 (941) 349-2770
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1998
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1, check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 ("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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
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CUSIP NO. 894 167 105 000
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Phoenix Associates III
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) -----------------------------------------------------------------
(b) -----------------------------------------------------------------
(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
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(7) SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH None
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(10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons-Furnish
the full legal name of each person for whom the report is filed-i.e.,
each person required to sign the schedule itself-including each member
of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory ( see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint
filing pursuant to Rule 13d-1(k)(1) in which case it may not be
necessary to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
2
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CUSIP NO. 894 167 105 000
ITEM 1 - SECURITY AND ISSUER
This amendment No. 4 ("Amendment No. 4") relates to the shares of Common Stock,
$0.01 par value, of Travel Ports of America, Inc. (Formerly Roadway Plazas,
Inc.) a New York corporation (the "Issuer"). The address of the principal
executive office of the Issuer is 3495 Winton Place, Building C, Rochester, NY
14623. Amendment No. 4 amends and supplements the Statement on Schedule D dated
April 26, 1991, (as so amended, The "Statement"). Amendment No. 1 dated
December 24, 1991, Amendment No. 2 dated February 14, 1994 and Amendment No. 3
dated March 27, 1995.
ITEM 2 - IDENTITY AND BACKGROUND
This statement is filed on behalf of Phoenix Associates II, a general
partnership organized under the laws of the State of Ohio, whose partners are
Barry Silverstein ("Silverstein"), Dennis J. McGillicuddy ("McGillicuddy") and
D. Stevens McVoy ("McVoy"), whose principal business is investments, with
offices at, 700 Ackerman Road, Columbus, OH 43201. No person listed above has,
within the past five years, been convicted in a criminal proceeding or become
subject to a civil judgement regarding violations of federal or state
securities laws.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 28, 1998, Phoenix Associates III distributed to its partners
all shares of the Issuer it owned as follows:
<TABLE>
<CAPTION>
Shares %
------ ---
<S> <C> <C>
Silverstein Investments Limited Partnership 351,238 5.4%
McGillicuddy Investments Limited Partnership 117,079 1.8%
D. Stevens McVoy, Columbus, OH 52,035 0.8%
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Total Shares Transferred 520,322
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</TABLE>
A Schedule 13D is being filed by Silverstein Investments Limited Partnership
because it acquired a 5.4% interest in the Issuer as a result of this
distribution, based upon 6,537,267 shares outstanding at December 15, 1998.
ITEM 4 - PURPOSE OF TRANSACTION
The transaction was designed to distribute various properties of the
partnership to the partners.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
As of December 28, 1998, Phoenix Associates III had distributed all its shares
of the Issuer.
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ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Phoenix Associates III has not entered into any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
NONE
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SIGNATURES
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.
Dated: 1/5/99
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PHOENIX ASSOCIATES III
By: BARRY SILVERSTEIN
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Barry Silverstein
General Partner
