PETRO STOPPING CENTERS L P
8-K, 1997-09-03
AUTO DEALERS & GASOLINE STATIONS
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<PAGE>
 
                                                                  CONFORMED COPY



                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D. C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                      Date of Report - September 3, 1997

                         PETRO STOPPING CENTERS, L.P.


        Delaware                     1-13018                  74-2628339  
     -------------                  ---------             -------------------
(State of Incorporation)           (Commission             (IRS Employer Iden-
                                   File Number)             tification Number)



  6080 Surety Drive, El Paso, Texas                                  79905
- ----------------------------------------                           ----------
(Address of Principal Executive Offices)                           (Zip Code)



                                  (915) 779-4711
                                -------------------
                                 (Telephone Number)
<PAGE>
 
Item 4. -- Changes in Registrant's Certifying Accountant

  (a) On August 27, 1997, the Registrant notified Coopers & Lybrand LLP (El
      Paso, Texas office) of its decision to dismiss Coopers & Lybrand and to
      retain another independent accountant for the examination of its financial
      statements for fiscal year ended December 31, 1997.

  (b) During the last two most recent fiscal years, there were no disagreements
      with Coopers & Lybrand LLP on matters of accounting principles or
      practices, financial statement disclosure, or auditing scope or procedure
      which would require disclosure under the regulations.

  (c) Coopers & Lybrand LLP's report on the financial statements of the
      Registrant for the last two most recent fiscal years contained unqualified
      opinions.

  (d) A copy of Coopers & Lybrand LLP's letter directed to the Securities and
      Exchange Commission is attached as an exhibit to this report on Form 8-K.

  (e) The change in the independent accountants was recommended by the Audit
      Committee of the Board of Directors.

  (f) On August 27, 1997, the Registrant notified Arthur Andersen LLP (Dallas,
      Texas office) of its intention to retain such firm as independent
      accountant for the examination of its financial statements for the fiscal
      year ended December 31, 1997.

  (g) During the last two most recent calendar years and through the date of
      this report, Registrant did not consult Arthur Andersen LLP on either the
      application of accounting principles to a completed or proposed specific
      transaction, or on the type of audit opinion that might be rendered on
      Registrant's financial statements.

  (h) A copy of Arthur Andersen LLP's letter directed to the Securities and
      Exchange Commission is attached as an exhibit to this report on Form 8-K.

Item 7. -- Financial Statements and Exhibits
           ---------------------------------

    (c) Exhibits

  
    99.1   Letter dated September 3, 1997 from Coopers & Lybrand LLP stating
           whether it agrees with the statements set forth in Item 4 of this
           Form 8-K.
           
    99.2   Letter dated September 3, 1997 from Arthur Andersen LLP stating
           whether it agrees with the statements set forth in Item 4 of this
           Form 8-K.

                                       1
<PAGE>
 
                                  SIGNATURES

  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 hereunto duly authorized.


                                        PETRO STOPPING CENTERS, L.P.
                                        ----------------------------
                                        Registrant

September 3,  1997                      /s/ Larry J. Zine
- ------------------                      -----------------
Date                                    Larry J. Zine
                                        Executive Vice President &
                                        Chief Financial Officer

                                       2
<PAGE>
 
                         PETRO STOPPING CENTERS, L. P.


                                   FORM 8-K



                      Date of Report:   September 3, 1997


                                 EXHIBIT INDEX



  Item 7(c) Exhibits                          

       99.1     Letter dated September 3, 1997 from Coopers
                & Lybrand LLP stating whether it agrees
                with the statements set forth in Item 4 of
                this Form 8-K.

       99.2     Letter dated September 3, 1997 from Arthur
                Andersen LLP stating whether it agrees with
                the statements set forth in Item 4 of this
                Form 8-K.

                                       3

<PAGE>
 
                                                                    EXHIBIT 99.1

September 3, 1997


Securities and Exchange Commission
450 5/th/ Street, N.W.
Washington, D.C. 20549


Gentlemen:

We have read the statements made by Petro Stopping Centers, L.P. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of
September 1997. We agree with the statements concerning our Firm in such Form 
8-K.


Very truly yours,



Coopers & Lybrand L.L.P.


<PAGE>
 
                                                                   EXHIBIIT 99.2

September 3, 1997


Chief Accountant
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C.  20549



Dear Sir:

We have read Item 4 in the Form 8-K (Commission File No. 1-13018) dated 
September 3, 1997 of PETRO Stopping Centers, L.P. filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein.

                         ARTHUR ANDERSEN LLP



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