0000798935-95-000012.txt : 19950926 0000798935-95-000012.hdr.sgml : 19950926 ACCESSION NUMBER: 0000798935-95-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950430 FILED AS OF DATE: 19950922 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVEL PORTS OF AMERICA INC CENTRAL INDEX KEY: 0000798935 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 161128554 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14998 FILM NUMBER: 95575374 BUSINESS ADDRESS: STREET 1: 3495 WINTON PL BLDG C CITY: ROCHESTER STATE: NY ZIP: 14623 BUSINESS PHONE: 7162721810 MAIL ADDRESS: STREET 2: 3495 WINSTON PLACE BUILDING C CITY: ROCHESTER STATE: NY ZIP: 14623 FORMER COMPANY: FORMER CONFORMED NAME: ROADWAY MOTOR PLAZAS INC DATE OF NAME CHANGE: 19911219 10-K/A 1 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 FORM 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended April 30, 1995 Commission file Number 33-7870-NY Travel Ports of America, Inc. (Exact name of registrant as specified in its charter) New York 16-1128554 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3495 Winton Place, Building C, Rochester, New York 14623 (Address of principal executive offices) Registrant's telephone number (716) 272-1810 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Common Stock (Par Value $.01 per share) NASDAQ Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) THIS REPORT CONSISTS OF 47 PAGES. THE INDEX TO EXHIBITS APPEARS ON PAGE 40. PART IV Item 14. Exhibits, Financial Statement Schedules on Form 10-K Item 14(a)(1), 14(a)(2) and 14(d): The following financial statement and financial statement schedules are filed as a part of this Report: Report of Independent Accountants Balance Sheet for the years ended April 30, 1995 and 1994 Statement of Income for the years ended April 30, 1995, 1994 and 1993 Statement of Changes in Shareholders' Equity for the years ended April 30, 1995, 1994 and 1993 Statement of Cash Flows for the years ended April 30, 1995, 1994 and 1993 Notes to Financial Statements Financial Statement Schedules for years ended April 30, 1995, 1994 and 1993 Selected Quarterly Financial Information (Unaudited) All other schedules are not submitted because they are not applicable or not required under Regulation S-X or because the required information is included in the financial statements or notes thereto. Item 14(b): During the fourth quarter of fiscal 1995, a Current Report on Form 8-K, dated February 15, 1995, was filed with the Commission. Item 14(a)(3) and 14(c): See Index to Exhibits INDEX TO EXHIBITS (3) Articles of Incorporation and By-laws Exhibit 3-a and exhibit 3-b to the Company's Registration Statement on Form S-18, File No. 33-7870- NY are incorporated herein by reference with respect to the Restated Certificate of Incorporation and By-laws of the Company. 3-c Certificate of Amendment of Certificate of Incorporation changing the name of the Corporation, is incorporated herein by reference to Exhibit 3-c of the Company's report on Form 10-K dated July 27, 1993. (4) Instruments defining the rights of security holders, including indentures The Exhibits referenced under (3) of this Index to Exhibits are incorporated herein by reference. Exhibit 4-a, Form of Common Stock Certificate, to the Company's Registration Statement on Form S-18, File No. 33-7870-NY is incorporated herein by reference with respect to instruments defining the rights of security holders. Exhibit 4-c, Form of Indenture dated as of January 24, 1995, between Travel Ports of America, Inc. and American Stock Transfer and Trust Company, as Trustee, with respect to up to $5,000,000 principal amount of 8.5% Convertible Senior Subordinated Debentures due January 15, 2005 is incorporated by reference to Exhibit 4-c to the Companys Current Report on Form 8-K dated February 15, 1995. Exhibit 4-d, Form of Warrant to purchase Common Stock is incorporated by reference to Exhibit 4-d to the Companys Current Report on Form 8-K dated February 15, 1995. (9) Voting trust agreements None (10) Material contracts 10.1 The following material contracts are incorporated herein by reference to the Company's Registration Statement on Form S-18, File No. 33-7870-NY: 10-a Employee Incentive Stock Option Plan 10-b Lease dated as of March 1, 1980, between the Company and Livingston County Industrial Development Agency for the Dansville, New York facility. 10-c Sublease dated as of March 30, 1984, between the Company and Maybrook Realty for the Maybrook, New York facility. 10-d Sublease dated March 14, 1984, between the Company and Ryder Truckstops, Inc. ("Ryder") for part of the Mahwah, New Jersey facility. 10-e Sublease dated March 14, 1984, between the Company and Ryder for part of the Mahwah, New Jersey facility. 10-f Lease dated February 1, 1973, between Truckstop Corporation of America, Inc. ("TCA") and E. Elwood Moore and Francis Moore, together with Assignments to the Company, dated March 14, 1984 for part of the Mahwah, New Jersey facility. 10-u Unbranded Distillate Sales Agreement dated January 2, 1986, between the Company and W.W. Griffith Oil Co., Inc. 10-v Purchase and Sales Contract for the Belmont, New York facility dated February 7, 1986, between the Company and W.W. Griffith Oil Co., Inc. 10.2 Lease, dated December 1, 1988, amended January 10, 1989, between the Company and Christ T. Panos is incorporated herein by reference to Exhibit 2 (b) and (c) to the Company's Current Report on Form 8-K dated January 20, 1989, as amended by Form 8-K dated March 21, 1989. 10.3 Real estate mortgage dated January 5, 1989, executed and delivered by the Company as security for the Mortgage payable to Fleet Bank N.A. is incorporated herein by reference to Exhibits 2 (n), 2 (p) and 2 (q) to the Company's Amended Current Report on Form 8-K dated March 21, 1989. 10.4 Mortgage Agreement dated December 1989 executed and delivered by the Company as security for the Mortgage payable to Fleet Bank N.A. relating to the construction of the Greencastle, Pennsylvania facility is incorporated herein by reference to Exhibit 10 (e) of the Company's report on Form 10-K dated August 10, 1990. 10.5 Credit Agreement dated June 1988 executed and delivered by the Company as security for the Mortgage payable to Fleet Bank N.A. is incorporated herein by reference to Exhibit 10 (f) of the Company's report on Form 10-K dated August 10, 1990. 10.6 Term Loan Note dated January 28, 1991, executed and delivered by the Company as security for the Mortgage payable to Fleet Bank N.A. is incorporated herein by reference to Exhibit 4 (c) of the Company's report on Form 10-Q dated March 14, 1991. 10.7 1991 Employee Incentive Stock Option Plan is incorporated herein by reference to Appendix "A" of the Proxy Statement issued for the October 29, 1991, Annual Meeting of Stockholders. 10.8 Term Loan Note dated July 29, 1992, executed and delivered by the Company as security for the Mortgage payable to First Eastern Bank is incorporated herein by reference to Exhibit 10-j of the Company's report on Form 10-K dated July 27, 1993. This Exhibit replaces the commitment letter of February 3, 1992, from First Eastern Bank for a term loan that was incorporated as Exhibit 10-j of the Company's report on Form 10-K dated July 23, 1992. 10.9 1993 Employee Incentive Stock Option Plan is incorporated herein by reference to Appendix A of the Proxy Statement issued for the October 26, 1993, Annual Meeting of Stockholders. 10.10 Lease dated May 31, 1991 and amended June 17, 1992, between the Company and Townline Associates is incorporated herein by reference to Exhibit 10.10, page 50 of the Companys report on Form 10-K dated July 27, 1994. 10.11 Lease dated November 20, 1987, amended April 21, 1993, and April 29, 1994, between the Company and Siegel Limited Partnership is incorporated herein by reference to Exhibit 10.11, page 91 of the Companys report on Form 10-K dated July 27, 1994. 10.12 Term Loan Note dated June 30, 1994, executed and delivered by the Company as security for the Mortgage payable to Fleet Bank of New York is incorporated herein by reference to Exhibit 10.12, page 120 of the Companys report on Form 10-K dated July 27, 1993. 10.13 Restated and Amended Credit Agreement, Revolving Line Note and Term Loan Note, all dated September 29, 1994, executed and delivered by the Company to Fleet Bank of New York is incorporated herein by reference to Exhibit 10.13, page 14 of the Companys report on Form 10-Q dated November 28, 1994. (11) Statement re computation of per share earnings Computation of Per Share Earnings is set forth in Exhibit (11) on page 44 of this report. (12) Statement re computation of ratios Not applicable (13) Annual report to security holders Not applicable (16) Letter re change in certifying accountant Not applicable (18) Letter re change in accounting principles Not applicable (19) Previously unfiled documents None (22) Subsidiaries of Registrant Exhibit (22) on page 45 of this report. (23) Published report regarding matters submitted to vote of security holders None (24) Consents of experts and counsel Not applicable (25) Power of Attorney Not applicable (27) Supplemental Financial Information Exhibit (27) on page 47 of this report. (28) Additional exhibits None (29) Information from reports furnished to state insurance regulatory agencies None Exhibit 11 Computation of Primary Per Share Earnings Total Options Common Below Market Average Average Equivalent Quarter Ended Price Option Price Market Price Shares 7/31/94 390,748 $1.83 $2.23 70,447 10/31/94 388,248 $1.83 $2.17 61,187 1/31/95 423,248 $1.87 $2.44 99,243 4/30/95 422,748 $1.87 $2.54 111,519 Total of Four Quarters 342,396 Average common stock equivalents outstanding during year ended 4/30/95 85,599 Average number of shares outstanding during year ended 4/30/95 5,209,924 Total weighted average shares outstanding 5,295,523 Net Income for year ended 4/30/95 $1,890,032 Net Income per common and common equivalent shares $.36 Computation of Fully Diluted Per Share Earnings Total Options Common Below Market Average Ending Equivalent Quarter Ended Price Option Price Market Price Shares 7/31/94 390,748 $1.83 $2.44 97,713 10/31/94 388,248 $1.83 $2.38 89,418 1/31/95 423,248 $1.87 $2.50 107,019 4/30/95 422,748 $1.87 $2.75 135,741 Total of Four Quarters 429,891 Average common stock equivalents outstanding during year ended 4/30/95 107,473 Common stock equivalents due to assumed conversion of convertible debentures 451,890 Average number of shares outstanding during year ended 4/30/95 5,209,924 Total weighted average shares outstanding 5,769,287 Net Income for year ended 4/30/95 $1,890,032 Interest on 8.5% convertible debentures, after tax 67,452 $1,957,404 Net Income per common and common equivalent shares $.34 Exhibit 22 Subsidiaries of the Registrant for the year ended April 30, 1995 The Company has no parent. As of April 30, 1992, all subsidiaries have filed for certificates of dissolution and all activity has been recorded by the Company for the year ended April 30, 1995. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Travel Ports of America, Inc., has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRAVEL PORTS OF AMERICA, INC. By: /S/ John M. Holahan September 22, 1995 John M. Holahan, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the date indicated below. Signature Title Date /S/ E. Philip Saunders Chairman of the Board and E. Philip Saunders Chief Executive Officer September 22, 1995 /S/ John M. Holahan President and Chief September 22, 1995 John M. Holahan Operating Officer /S/ William Burslem III Vice President, Secretary and William Burslem III and Chief Financial Officer September 22, 1995 /S/ William A. DeNight Director September 22, 1995 William A. DeNight /S/ John O. Eldredge Director September 22, 1995 John O. Eldredge /S/ Dante Gullace Director September 22, 1995 Dante Gullace /S/ John F. Kendall Director September 22, 1995 John F. Kendall Exhibit (27) Cash and cash items $ 7,593,798 Notes and accounts receivable - trade $ 4,015,890 Allowance for doubtful accounts $ 214,000 Inventory $ 5,790,823 Total current assets $ 18,315,315 Property, plant and equipment $ 45,131,815 Accumulated depreciation $ 18,079,353 Total assets $ 51,370,810 Total current liabilities $ 13,295,071 Bonds, mortgages and similar debt $ 24,978,957 Common stock $ 52,099 Other stockholders equity $ 12,297,483 Total liabilities and stockholders equity $ 51,370,810 Total net sales and operating revenue $ 153,267,079 Total costs and expenses applicable to sales and revenues $ 115,029,380 Other costs and expenses $ 33,192,020 Provision for doubtful accounts and notes $ 7,051 Interest and amortization of debt discount $ 2,290,904 Other income, net $ (265,857) Income before taxes and other items $ 3,020,632 Income tax expense $ 1,130,600 Net income or loss $ 1,890,032 Earnings per share - primary $ .36 Earnings per share - fully diluted $ .34 EX-27 2
5 YEAR APR-30-1995 APR-30-1995 7,593,798 0 4,015,890 214,000 5,790,823 18,315,315 45,131,815 18,079,353 51,370,810 13,295,071 24,978,957 52,099 0 0 12,297,483 51,370,810 153,267,079 153,267,079 115,029,380 115,029,380 33,192,020 7,051 2,290,904 3,020,632 1,130,600 0 0 0 0 1,890,032 .36 .34