UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
|X| Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 27, 1998, or
|_| Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ------------ to --------------
Commission File No. 1-13727
FFP MARKETING COMPANY, INC.
(Exact name of registrant as specified in its charter)
Texas 75-2735779
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2801 Glenda Avenue; Fort Worth, Texas 76117-4391 (Address
of principal executive office, including zip code)
817/838-4700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange on Which Registered
Common Shares, par value $0.01 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act
None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of shares held by non-affiliates of the
registrant at March 30, 1999, was $10,592,000. For purposes of this computation,
all officers, directors, and beneficial owners of 10% or more of the common
shares of the registrant are deemed to be affiliates. Such determination should
not be deemed an admission that such officers, directors, and beneficial owners
are affiliates.
Common Shares 3,818,747
(Number of shares outstanding as of March 30, 1999)
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this Annual Report on Form
10-K:
(1) Financial Statements. See Index to Financial Statements on page
F-1 hereof.
(2) Financial Statement Schedules. No Financial Statement
Schedules are included because they are either not required,
not applicable, or the required information is included in the
consolidated financial statements or notes thereto.
(3) Exhibits.
3.1 Articles of Incorporation of FFP Marketing
Company, Inc. {1 - Ex. 3.1}
3.2 Bylaws of FFP Marketing Company, Inc. {1 - Ex. 3.2}
10.1 Nonqualified Unit Option Plan of FFP Partners, L.P.
{1 - Ex. 10.1}
10.2 Form of Ground Lease with affiliated companies.
{1 - Ex. 10.2}
10.3 Form of Building Lease with affiliated companies.
{1 - Ex. 10.3}
10.4 Form of Agreement with Product Supply Services, Inc.
{1 - Ex. 10.4}
10.5 First Amendment to Loan and Security Agreement between FFP
Partners, L.P., FFP Operating Partners, L.P., Direct Fuels,
L.P., FFP Marketing Company, Inc. and HSBC Business Loans,
Inc., dated March 12, 1999, effective as of June 30, 1998
{2 - Exhibit 10.5}
10.6 FFP Marketing Company. Inc. Stock Option Plan. {2 - Ex. 10.6}
10.7 Form of 44 Secured Promissory Notes executed by FFP Operating
Partners, L.P. payable to Franchise Mortgage Acceptance Company,
dated June 30, 1998, related to refinancing of 44 convenience
stores. {2 - Ex. 10.7}
10.8 Form of Employment Agreement between FFP Partners Management
Company, Inc. and certain executive officers dated April 23, 1989,
as amended July 22, 1992. {3 - Ex. 10.5}
10.9 Loan and Security Agreement between FFP Partners, L.P., FFP
Operating Partners, L.P., Direct Fuels, L.P. and HSBC Business
Loans, Inc., dated October 31, 1997. {3 - Exhibit 10.6}
10.10 Form of Lease Agreement with FFP Properties, L.P. {3 Ex. 10.7}
10.11 Form of Building Lease Agreement with FFP Properties, L.P.
{3 - Ex. 10.8}
21.1 Subsidiaries of the Registrant. {2 - Ex. 21.1}
23.1 Consent of Independent Auditor. {2 - Ex. 23.1}
27.1 Financial Data Schedule. {2 - Ex. 27.1}
99.1 Financial Statements of FPP Operating Partners, L.P., a wholly
owned subsidiary of the Company. (These financial statements are
being filed as an exhibit to facilitate compliance with certain
state environmental regulatory requirements.) {4}
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Notes {1} Included in the Company's Registration Statement on Form S-4
(Registration No.333-41709) as an exhibit indicated and incorporated
herein by reference.
{2} Included as the indicated exhibit in the Compamy's Annual Rerport
on Form 10-K for the fiscal year ended December 27, 1998, and
incorporated herein by reference.
{3} Included as the indicated exhibit in the Compamy's Annual Rerport
on Form 10-K for the fiscal year ended December 28, 1997, and
incorporated herein by reference.
{4} Included herewith.
(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this Annual Report on Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K/A-1 to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: April 19, 1999 FFP MARKETING COMPANY, INC.
(Registrant)
By: /s/ Craig T. Scott
-------------------------------
Craig T. Scott
Vice President - Finance