UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
November
30, 2007 (November 26, 2007)
TRAVELCENTERS
OF AMERICA LLC
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction
of
Incorporation)
001-33274
(Commission
File Number)
|
20-5701514
(IRS
Employer Identification No.)
|
|
|
24601
Center Ridge Road, Westlake, Ohio
(Address
of Principal Executive Offices)
|
44145
(Zip
Code)
|
440-808-9100
(Registrant’s
Telephone Number, Including Area Code)
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
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Effective
November 26, 2007, the board
of directors of TravelCenters of America LLC, or TravelCenters,
appointed Andrew
J. Rebholz
(age
42)
as Chief Financial
Officer, Treasurer
and an Executive Vice President of TravelCenters. As a result of this
appointment and effective November 26, 2007, John R. Hoadley is no longer
Chief
Financial Officer and Treasurer of TravelCenters, but will continue to
serve as
Executive Vice President of TravelCenters.
Mr.
Rebholz has served as Senior Vice
President and Controller of TravelCenters since January 31,
2007. Prior to that time, he served as Vice President and Controller
of
TravelCenters
’
predecessor,
TravelCenters of America,
Inc., or TCA, beginning in July 2002.
As
described with respect to other
executive officers of TravelCenters under the heading “Other Transaction
Benefits” in Item 11 (Executive Compensation) of TravelCenters’ Annual Report on
Form 10-K for the year ended December 31, 2006, or the 2006 10-K, Mr.
Rebholz held equity shares and share options of TCA prior to the acquisition
of
TCA by our former parent company, Hospitality Properties Trust. Mr.
Rebholz received from TCA $360,436 on account of his TCA shares, $1,676,835
on
account of his TCA options, TCA forgave his obligations under a note payable
($48,423 including interest) and Mr. Rebholz received from TCA a transaction
bonus of $345,000. Mr. Rebholz participates in an executive retention
plan described under the heading “Executive Retention Plan” in Item 11
(Executive Compensation) of the 2006 10-K under which he is due payments
of
$145,000 and $200,000 on Decembe
r 31, 2007 and January
31, 2009,
respectively, if he is still employed by TravelCenters at such
dates.
Mr.
Rebholz’ base salary was set at
$275,000 per annum in connection with his appointment.
Eighty
percent of Mr. Rebholz’ base salary ($220,000 per annum) and other cash
compensation will be paid by TravelCenters and the remainder will be paid
by
Reit Management & Research LLC, or Reit Management, with whom we contract
for management and shared services. Mr. Rebholz has been appointed an officer
of
Reit Management
. As
described under the heading “Compensation Committee Report - Compensation
Discussion and Analysis – Annual Bonus” in Item 11 (Executive Compensation) of
the 2006 10-K, each of TravelCenters’ executives is eligible to receive an
annual performance based cash bonus and equity awards under TravelCenters’
equity compensation plan. Mr. Rebholz received a cash bonus for 2007
of $125,0
00 and, on
November 26, 2007,
he was
granted
5,000 restricted
common shares (valued at $74,950 based upon the closing price on the date
of
grant) which vest over a four year period.
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d) Exhibits
10.1
|
Form
of Restricted Share
Agreement.
|
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 hereunto duly authorized.
|
TRAVELCENTERS
OF AMERICA LLC
By:
/s/ Andrew
J. Rebholz
|
|
|
Andrew
J. Rebholz
Executive
Vice President and Chief Financial
Officer
|
Dated:
November 30, 2007
EXHIBIT
10.1
TRAVELCENTERS
OF AMERICA LLC
RESTRICTED
SHARE AGREEMENT
This
Restricted Share Agreement (this “Agreement”) is made as of ______________,
between ______________________ (the “Employee”) and TravelCenters of America LLC
(the “Company”).
In
consideration of the mutual promises and covenants contained in this Agreement,
and for other valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1.
Grant
of Shares
. Subject to the terms and conditions hereinafter set
forth and the terms and conditions of the TravelCenters of America LLC 2007
Equity Compensation Plan (the "Plan"), the Company hereby grants to the
Employee, effective as of the date of this Agreement, __________ of its limited
liability company interests represented by common shares, no par value per
share. The shares so granted are hereinafter referred to as the
“Shares,” which term shall also include any shares of the Company issued to the
Employee by virtue of his or her ownership of the Shares, by share dividend,
share split, recapitalization or otherwise.
2.
Vesting;
Forfeiture of Shares
.
(a) The
Shares shall vest ________ as of the date hereof and a further ______ on
_________ of each of the next ______ calendar years commencing on
________. Any Shares not vested as of any date are herein referred to
as “Unvested Shares.”
(b) At
the option of the Company and in the event the Employee ceases to render
significant services, whether as an employee or otherwise, to (i) the Company,
(ii) the entity which is the advisor, manager or shared services provider
to the Company or an entity controlled by, under common control with or
controlling such entity (collectively, the "Manager"), or (iii) an
affiliate of the Company (which shall be deemed for such purpose to include
any
other entity to which the Manager is the advisor, manager or shared
services provider), all or any portion of the Unvested Shares shall be forfeited
by the Employee as of the date the Employee ceases to render such
services. The Company may exercise such option by delivering or
mailing to the Employee (or his estate), at any time after the Employee has
ceased to render such services, a written notice of exercise of such
option. Such notice shall specify the number of Unvested Shares to be
forfeited.
3.
Legends
. Each
certificate shall prominently bear a legend in substantially the following
terms:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO AN INCENTIVE
PLAN MAINTAINED BY THE ISSUER. THESE SECURITIES MAY BE SUBJECT TO
TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO REPURCHASE RIGHTS CONTAINED IN THE
PLAN,
THE
RELATED GRANT OF SECURITIES OR AN AGREEMENT BETWEEN THE ISSUER AND THE INITIAL
HOLDER OF THESE SECURITIES. A COPY OF APPLICABLE RESTRICTIONS AND
REPURCHASE RIGHTS WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE ON REQUEST
AND WITHOUT CHARGE.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE
ACT OR AN OPINION OF THE ISSUER’S COUNSEL THAT REGISTRATION IS NOT REQUIRED
UNDER THE ACT.”
4.
Tax
Withholding
To the extent required by law, the Company shall
withhold or cause to be withheld income and other taxes incurred by the Employee
by reason of the Shares, and the Employee agrees that he or she shall upon
request of the Company pay to the Company an amount sufficient to satisfy its
tax withholding obligations from time to time (including as Shares become
vested) as the Company may request.
5.
Termination
. This
Agreement shall continue in full force and effect until the earliest to occur
of
the following, at which time except as otherwise specified below this Agreement
shall terminate: (a) the date on which all repurchase rights referred
to in Section 2 hereof have terminated; or (b) except to the extent specified
in
such notice, upon notice of termination by the Company to the Employee pursuant
to action taken by the Company’s Board of Directors.
6.
Miscellaneous
.
(a)
Amendments
. Neither
this Agreement nor any provision hereof may be changed or modified except by
an
agreement in writing executed by the Employee and the Company.
(b)
Binding
Effect of the Agreement
. This Agreement shall inure to the
benefit of, and be binding upon , the Company, the Employee and their respective
estates, heirs, executors, transferees, successors, assigns and legal
representatives.
(c)
Provisions
Separable
. In the event that any of the terms of this Agreement
shall be or become or is declared to be illegal or unenforceable by any court
or
other authority of competent jurisdiction, such terms shall be null and void
and
shall be deemed deleted from this Agreement, and all the remaining terms of
this
Agreement shall remain in full force and effect.
(d)
Notices
. Any
notice in connection with this Agreement shall be deemed to have been properly
delivered if it is in writing and is delivered by hand or by facsimile or sent
by registered certified mail, postage prepaid, to the party addressed as
follows, unless another address has been substituted by notice so
given:
To
the
Employee: To his address as set
forth on the signature page hereof.
To
the
Company: TravelCenters of America
LLC
400
Centre Street
Newton,
MA 02458
Attn:
Secretary
(e)
Construction
. The
headings and subheadings of this Agreement have been inserted for convenience
only, and shall not affect the construction of the provisions
hereof. All references to sections of this Agreement shall be deemed
to refer as well to all subsections which form a part of such
section.
(f)
Employment
Agreement
. This Agreement shall not be construed as an agreement
by the Company, the Manager or any affiliate of the Company to employ the
Employee, nor is the Company, the Manager or any affiliate of the
Company obligated to continue employing the Employee by reason of this Agreement
or the grant of shares to the Employee hereunder.
(g)
Applicable
Law
. This Agreement shall be construed and enforced in accordance
with the laws of The Commonwealth of Massachusetts.
IN
WITNESS WHEREOF, the parties hereto
have executed this Agreement, or caused this Agreement to be executed under
seal, as of the date first above written.
TRAVELCENTERS
OF AMERICA
LLC
By:_____________________________
Title:
EMPLOYEE:
________________________________
Name
(print):
Home
Address:___________________
___________________