SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: JUNE 30, 2005
(Date of earliest event reported)
TRAVELCENTERS OF AMERICA, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 333-52442 36-3856519
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
24601 Center Ridge Road, Suite 200, Westlake, Ohio 44145-5639
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 808-9100
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE
On June 30, 2005, we issued a press release regarding the expiration of
our previously announced cash tender offer and consent solicitation for our 12
3/4% Senior Subordinated Notes due May 1, 2009 (the "Notes"). In connection with
the tender offer and consent solicitation, we have received valid tenders and
consents from holders of $187,000,000 aggregate principal amount (representing
approximately 98.42%) of the outstanding Notes. A copy of the press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Press release dated June 30, 2005
The press release and other reports and statements issued or made by the
Company from time to time include forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements relate
to our future prospects, developments and business strategies. The statements
contained in this report that are not statements of historical fact may include
forward-looking statements that involve a number of risks and uncertainties. We
have used the words "may," "will," "expect," "anticipate," "believe,"
"estimate," "plan," "intend" and similar expressions in this report to identify
forward-looking statements. These forward-looking statements are made based on
our expectations and beliefs concerning future events affecting us and are
subject to uncertainties and factors relating to our operations and business
environment, all of which are difficult to predict and many of which are beyond
our control, that could cause our actual results to differ materially from those
matters expressed in or implied by forward-looking statements. The following
factors are among those that could cause our actual results to differ materially
from the forward-looking statements: (i) changes in interest rates, and (ii) the
successful consummation of our refinancing plan and our tender offer and consent
solicitation process.
All of our forward-looking statements should be considered in light of
these factors and all other risks discussed from time to time in our filings
with the Securities and Exchange Commission. We do not undertake to update our
forward-looking statements to reflect future events or circumstances.
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SIGNATURE
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 thereunto duly authorized.
TRAVELCENTERS OF AMERICA, INC.
By: /s/ James W. George
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James W. George,
Executive Vice President,
Chief Financial Officer and Secretary
Date: June 30, 2005
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