As filed with the Securities and Exchange Commission on July 25, 2005
Post Effective Amendment No. 3 to Registration Statement No. 333-52444
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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TRAVELCENTERS OF AMERICA, INC.
(Exact Name of Each Registrant
as Specified in its Charter)
Delaware 36-3856519
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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24601 Center Ridge Road, Suite 200
Westlake, Ohio 44145-5639
Telephone: (440) 808-9100
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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Steven C. Lee
Vice President and General Counsel
TravelCenters of America, Inc.
24601 Center Ridge Road, Suite 200
Westlake, Ohio 44145-5639
Telephone: (440) 808-9100
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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Copies of all correspondence to:
Rise B. Norman, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
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Approximate Date of Commencement of Proposed Sale to the Public: Not
applicable.
If the only securities being registered on this form are being offered
pursuant to dividend or reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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DEREGISTRATION OF SECURITIES
On December 21, 2000, TravelCenters of America, Inc. (the "Registrant")
filed a Registration Statement on Form S-1 (Registration No. 333-52444) (the
"Registration Statement"), as amended by a Pre-Effective Amendment No. 1 filed
on January 18, 2001, a Post-Effective Amendment No. 1 filed on March 30, 2001
and a Post-Effective Amendment No. 2 on Form S-3 filed on April 1, 2002 with the
U.S. Securities and Exchange Commission, for
o the resale of up to 570,000 initial warrants to purchase 207,874
shares of common stock of the Registrant (the "Common Stock") and
190,000 contingent warrants to purchase 69,291 shares of Common Stock;
o the issuance and sale of 207,874 shares of Common Stock upon exercise
of the initial warrants and 69,291 shares of Common Stock upon
exercise of the contingent warrants; and
o an indeterminable number of shares of Common Stock, if any, as may be
issuable from time to time as required by adjustments to the warrants
(collectively, the "Securities").
Pursuant to the undertaking made by the Registrant as required by Item
512(a)(3) of Regulation S-K, the Registrant files this Post-Effective Amendment
No. 3 to the Registration Statement and hereby deregisters all securities
registered pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Westlake, State of Ohio, on the 22nd day of July, 2005.
TRAVELCENTERS OF AMERICA, INC.
Registrant
By: /s/ James W. George
Name: James W. George
Title: Executive Vice President,
Chief Financial Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 3 to the Registration Statement has been
signed on the 22nd day of July, 2005 by the following persons in the capacities
indicated.
Signature Title
By: * Chairman of the Board of Directors
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Edwin P. Kuhn
By: /s/ Timothy L. Doane President and Chief Executive Officer
----------------------------- (Principal Executive Officer)
Timothy L. Doane
By: /s/ James W. George Executive Vice President, Chief
----------------------------- Financial Officer and Secretary
James W. George (Principal Financial Officer and
Principal Accounting Officer)
By: * Director
----------------------------
Robert J. Branson
By: /s/ Michael Greene Director
----------------------------
Michael Greene
By: * Director
----------------------------
Steven B. Gruber
By: * Director
----------------------------
Louis J. Mischianti
By: * Director
----------------------------
Rowan G. P. Taylor
*By: /s/ James W. George
----------------------------
James W. George
as Attorney-In-Fact