Item 1. Business
General
We are a wholly-owned subsidiary of Petro Stopping Centers, L.P. ("PSC"), incorporated in February 1994 for the sole purpose of acting as a co-obligor with PSC in the issuance of 100,000 units consisting of $100.0 million 12.5% Senior Notes due 2002 (the "Notes") and 100,000 exchangeable Debt Warrants (the "Warrants"). The Notes and Warrants were recorded on the financial statements of PSC. In January 1997, we as co-obligors, and PSC issued $135.0 million 10.5% Senior Notes due 2007 (the "10.5% Notes") and made a tender offer for all of, and repurchased approximately 94.0% of the Notes and approximately 100% of the Warrants. The remaining Notes and the 10.5% Notes are recorded on the financial statements of PSC.
On July 23, 1999, PSC consummated several transactions collectively referred to as the Recapitalization. Among other things, Petro Stopping Centers Holdings, L.P. ("Holdings") was created as a holding company, and we and PSC became subsidiaries of Holdings. The Recapitalization had no effect on the recorded amounts of our assets or stockholder's equity accounts.
We have no employees, only nominal assets, have not and will not conduct any operations and, accordingly, have no statement of operations. Our balance sheets are unaudited. In the opinion of our management, the accompanying unaudited balance sheets contain all adjustments necessary to present fairly our financial position at December 31, 2000 and 2001.
PSC files with the Securities and Exchange Commission the reports required to be filed pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934. For information regarding PSC and its business and financial results, reference is made to PSC's Annual Report on Form 10-K for 2001, a copy of which is filed as Exhibit 99 to this Annual Report.
Item 2.
Item 2. Properties
None
Item 3.
Item 3. Legal Proceedings
None
PART II
Item 5.
Item 5. Market of Registrant's Common Equity and Related Stockholder Matters
We are a wholly-owned subsidiary of PSC. Consequently, there is no established trading market for our equity.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The Company is inactive and, accordingly, it has no operations and only minimal assets.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Rate
None
Item 8.
Item 8. Financial Statements and Supplementary Data
PETRO FINANCIAL CORPORATION UNAUDITED BALANCE SHEETS
See accompanying notes to unaudited balance sheets.
Petro Financial Corporation Notes to Unaudited BALANCE SHEETS
(1) Company Formation and Description of Business
Company Formation
Petro Financial Corporation (the "Company") is a wholly-owned subsidiary of Petro Stopping Centers, L.P. ("PSC") and was incorporated in February 1994 for the sole purpose of acting as a co-obligor with PSC in the issuance of 100,000 units consisting of $100.0 million 12.5% Senior Notes due 2002 (the "Notes") and 100,000 exchangeable Debt Warrants (the "Warrants"). The Notes and Warrants were recorded on the financial statements of PSC. In January 1997, PSC and the Company, as co-obligors, issued $135.0 million 10.5% Senior Notes due 2007 (the "10.5% Notes") and made a tender offer for all of, and repurchased approximately 94.0% of the Notes and approximately 100% of the Warrants. The remaining Notes and the 10.5% Notes are recorded on the financial statements of PSC. The Company has no employees and does not conduct any operations.
On July 23, 1999, PSC consummated several transactions collectively referred to as the Recapitalization. Among other things, Petro Stopping Centers Holdings, L.P. ("Holdings") was created as a holding company, and PSC and the Company became subsidiaries of Holdings. The Recapitalization had no effect on the recorded amounts of the Company's assets and stockholder's equity accounts.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The Company has no employees, only nominal assets, has not and will not conduct any operations and, accordingly, has no statement of operations. At December 31, 2000 and 2001, the Company's balance sheets consists only of common stock and additional paid-in capital in the amount of $1,000 and cash in the amount of $1,000. The accounts of the Company are included in the December 31, 2000 and 2001 consolidated balance sheets of PSC, which are included in PSC's Annual Report on Form 10-K for the year ended December 31, 2001, a copy of which is filed as Exhibit 99 to this Annual Report. In the opinion of management of the Company, the accompanying unaudited balance sheets contain all adjustments necessary to present fairly the financial position of the Company at December 31, 2000 and 2001.
The Company meets the requirements of an Inactive Registrant as defined by Rule 3-11 of the Securities and Exchange Commission's Regulation S-X (the "Rule"). The Rule stipulates that if a registrant is inactive, the financial statements required for purposes of reporting pursuant to the Securities Exchange Act of 1934 may be unaudited.
(3) Stockholder's Equity
The Company is a wholly-owned subsidiary of PSC, which is the sole shareholder of the outstanding common stock of the Company. As the sole shareholder, PSC holds all voting rights and privileges.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
1. Financial statements Page ----
Unaudited Balance Sheets 2 Notes to Unaudited Balance Sheets 3
The accounts of the Company are included in the December 31, 2000 and 2001 consolidated balance sheets of PSC, which are included in PSC's Annual Report on Form 10-K for the year ended December 31, 2001, a copy of which is filed as Exhibit 99 to this Annual Report.
2. Financial statements schedule and supplementary information required to be submitted.
None
All schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto.
3. Exhibits
Incorporated herein by reference is a list of Exhibits contained in the Exhibit Index on Page 6 of this Annual Report.
(b) Reports on Form 8-K:
None
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, thereunto duly authorized.
PETRO FINANCIAL CORPORATION (Registrant)
By: /s/ J.A. Cardwell, Sr. ----------------------------------- J.A. Cardwell, Sr. President and Director (On behalf of Registrant and as Registrant's Principal Executive Officer)
Date: March 28, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Petro Financial Corporation and in the capacities and on the dates indicated.
EXHIBIT INDEX
Exhibit No. Exhibit Description - ----------- -------------------
3.1 (a) Certificate of Incorporation.
3.2 (a) Bylaws.
24.1* Power of Attorney (Included as part of the signature page of the Form 10-K).
99* Petro Stopping Centers, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2001, dated as of March 28, 2001.
(a) Incorporated by reference to Petro Stopping Centers, L.P.'s and Petro Financial Corporation's Registration Statement on Form S-1 (Registration No. 33-76154).
* Filed herewith.