<PAGE>
--------------------
UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| June 30, 1994 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
| hours per |
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K | response....2.50 |
[_] Form 10-Q [_] Form N-SAR --------------------
--------------------
For Period Ended: December 31, 1996 | SEC FILE NUMBER |
------------------------------------ | 1-13018 |
[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | |
[_] Transition Report on Form N-SAR --------------------
For the Transition Period Ended:
-------------------------------------------
================================================================================
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
================================================================================
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- --------------------------------------------------------------------------------
PART I--REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant
Petro Stopping Centers, L.P.
- --------------------------------------------------------------------------------
Former Name if Applicable
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
6080 Surety Drive
- --------------------------------------------------------------------------------
City, State and Zip Code
El Paso, Texas 79905
- --------------------------------------------------------------------------------
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
[X] | be filed on or before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly report or transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
SEE ATTACHED NARRATIVE
The management and ownership of the Company changed on January 30, 1997.
The new management and owners have changed the fiscal year from a 52/53 week
fiscal year which ends on the Friday closest to December 31 to a calendar year
ending on December 31. Due to the new management's and owners' becoming familiar
with the financial statements of the Company, as well as adjusting such
financial statements for the new fiscal year, the Company's Annual Report on
Form 10-K cannot be filed timely without unreasonable effort.
<PAGE>
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David Haug 915 779-4711
------------------------------------ ----------- -------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed?
If the answer is no, identify report(s). [X] Yes [_] No
---------------------------------------------------------------------------
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof? [X] Yes [_] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
ATTACHMENT PART IV (3)
Net revenues for 1996 were $637.1 million, an increase of 19.5% over
1995. The Company's EBITDA was $32.1 million, before the effect of certain one-
time charges, compared to $36.0 million in the prior year. The Company incurred
various one-time charges in 1996 as a result of its recapitalization and
management changes. These one-time charges were comprised of $1.4 million for
obsolete inventory, $2.5 million for severance, relocation and other related
employment expenses, and approximately $0.5 million in insurance related costs.
The Company recorded a net loss of $8.8 million for 1996 compared to net
income of $3.8 million in the prior year. The 1996 net loss included $2.9
million in transaction costs related to the recapitalization. No provision for
income taxes is reflected in the Company's financial statements, as it is a
partnership for which income taxes are passed through the respective partners.
PETRO STOPPING CENTERS, L.P.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 30, December 29, December 31,
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Net revenues (including motor
fuel taxes):
Diesel fuel island $ 318,761 $ 351,135 $ 435,071
Petro Lube 34,160 36,198 44,082
Restaurant 43,877 47,387 47,335
Travel and convenience stores 54,733 61,590 67,104
Petro 2 26,798 27,734 33,584
Other 9,564 8,970 9,881
---------- ---------- ----------
Total net revenues 487,893 553,015 637,057
---------- ---------- ----------
Costs and Expenses:
Cost of sales (including motor
fuel taxes), exclusive of
depreciation and amortization 373,436 411,894 511,431
Operating expenses 64,968 73,052 81,522
General and administrative 11,448 12,053 13,925
Employee, severance, benefit
and placement expenses - - 2,534
Depreciation and amortization 8,851 11,144 12,204
---------- ---------- ----------
Total costs and expenses 458,703 508,142 621,616
---------- ---------- ----------
Operating income (1) 29,190 24,873 15,441
Recapitalization costs (2) - - 2,938
Interest expense 18,711 21,098 21,263
---------- ---------- ----------
Income before extraodinary
items and minority interest 10,479 3,775 (8,760)
Extraodinary item - write off
of debt restructuring costs
associated with retired debt 5,250 - -
Minority interest 191 - -
---------- ---------- ----------
Net income $ 5,038 $ 3,775 $ (8,760)
========== ========== ==========
</TABLE>
1. The financial results for year-ended December 31, 1996 were impacted by
certain one-time charges related to the Company's recapitalization and
management and organizational charges.
The charges included in operating income were:
1) $1.4 million to cost of sales for obsolete inventory.
2) $2.5 million in employment and benefit expense.
3) $0.5 million in operating expenses for insurance related costs.
Without the effect of these charges EBITDA would have been $32.1 million
2. The Company expensed $2.9 million in Capital transaction costs related to
the recapitalization.
- --------------------------------------------------------------------------------
Petro Stopping Centers, L.P.
----------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 1997 By David Haug
---------------------------------- --------------------------------------
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
- --------------------------------- ATTENTION ------------------------------------
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240,12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
