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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
Commission file number 333-87371-01
PETRO HOLDINGS FINANCIAL CORPORATION
(Exact name of the registrant as specified in its charter)
Delaware 74-2922355
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6080 Surety Dr.
El Paso, Texas 79905
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (915) 779-4711
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
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: As of June 30, 2002,
the number of shares outstanding of the registrant's only class of common stock
was 2,500.
The registrant, Petro Holdings Financial Corporation, meets the
condition's set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is
therefore filing this Form with the reduced disclosure format.
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PART 1. Financial Information
Item 1. Financial Statements
PETRO HOLDINGS FINANCIAL CORPORATION
UNAUDITED BALANCE SHEETS
December 31, June 30,
2001 2002
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Assets
Cash $ 1,000 $ 1,000
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Total assets $ 1,000 $ 1,000
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Stockholder's Equity
Common stock, $.01 par value: 10,000 shares authorized;
2,500 shares issued and outstanding $ 25 $ 25
Additional paid-in capital 975 975
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Total stockholder's equity $ 1,000 $ 1,000
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See accompanying notes to unaudited balance sheets.
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PETRO HOLDINGS FINANCIAL CORPORATION
NOTES TO UNAUDITED BALANCE SHEETS
(1) Company Formation and Description of Business
Company Formation
Petro Holdings Financial Corporation (the "Company") is a wholly-owned
subsidiary of Petro Stopping Centers Holdings, L.P. ("Holdings") and was
incorporated July 6, 1999 for the sole purpose of serving as a co-issuer with
Holdings in the issuance of 82,707 units each consisting of $1,000 principal
amount at stated maturity of Holdings 15.0% senior discount notes due 2008 ("15%
Notes") and 82,707 exchangeable Petro Warrant Holdings Corporation's warrants
(the "Warrants"). The Supplemental Indenture dated July 23, 1999 ("Indenture")
provides that upon an "exchange event," such as a change in control, public
offering, or bankruptcy filing, the Warrants will be exchanged, for no
additional consideration, for 100% of the common stock of Petro Warrant Holdings
Corporation, whose sole asset currently is approximately 10.0% of the common
limited partnership interests in Holdings. Prior to August 1, 2002, Holdings has
the right to repurchase the Warrants at a price set forth in the Indenture which
prices currently exceed the fair market value determined by Holdings. If the
Warrants have not been exchanged by August 1, 2004, Holdings will be obligated
to repurchase the Warrants at fair market value. At the same time the Company
co-issued the 15% Notes and the Warrants, the Company also co-issued with
Holdings, notes to Chartwell Investments, Inc. of approximately $14.8 million in
accreted value ($11.2 million net of an imputed market rate of interest
discount), without warrants. The 15% Notes and the notes issued to Chartwell
Investments, Inc. are recorded on the financial statements of Holdings.
(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. The
accompanying unaudited balance sheets have been prepared in accordance with the
instructions to Form 10-Q and, therefore, certain financial information has been
condensed and certain footnote disclosures have been omitted. Such information
and disclosures are normally included in financial statements prepared in
accordance with generally accepted accounting principles.
The unaudited condensed balance sheets should be read in conjunction
with the balance sheets and notes thereto in the Annual Report of Petro Holdings
Financial Corporation on Form 10-K for the year ended December 31, 2001 ("2001
Form 10-K"). Capitalized terms used in this report and not defined herein have
the meaning ascribed to such terms in the 2001 Form 10-K. 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, 2001 and June 30, 2002.
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 reports pursuant to the Securities Exchange
Act of 1934 may be unaudited.
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Item 2. 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 3. Quantitative and Qualitative Disclosures about Market Risk
None
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Incorporated herein by reference is a list of Exhibits
contained in the Exhibit Index on Page 5 of this Quarterly
Report.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
quarter ended June 30, 2002.
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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.
PETRO HOLDINGS FINANCIAL CORPORATION
(Registrant)
Date: August 13, 2002 By: /s/ J.A. Cardwell, Sr.
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J.A. Cardwell, Sr.
President and Director
(On behalf of Registrant and as Registrant's
Principal Executive Officer)
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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3.1 (a) Certificate of Incorporation.
3.2 (a) Bylaws
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(a) Incorporated by reference to Petro Stopping Centers Holdings, L.P.'s and
Petro Holdings Financial Corporation's Registration Statement on Form S-4
(Registration No. 333-87371), filed on September 17, 1999.
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