<PAGE>   1

                                                                    Exhibit 99.1
                                                                    ------------

                  INFORMATION REQUIRED BY PART III OF FORM 10-K
                  ---------------------------------------------


DIRECTORS AND OFFICERS OF THE REGISTRANT


   The executive officers and members of the Board of Directors of the Company
and their ages, are as follows:

NAME                                      AGE             POSITION
----                                      ---             --------


Edwin P. Kuhn........................     56       President, Chief Executive 
                                                   Officer and Director

James W. George......................     47       Senior Vice President, 
                                                   Chief Financial Officer 
                                                   and Secretary

Timothy L. Doane.....................     41       Senior Vice President

Michael H. Hinderliter...............     50       Senior Vice President

Steven C. Lee........................     35       Vice President and General 
                                                   Counsel

Margaret M. Eisen....................     45       Director

Robert B. Calhoun, Jr................     56       Chairman of the Board of 
                                                   Directors and Director

Eugene P. Lynch......................     37       Director

Louis J. Mischianti..................     39       Director

Rolf H. Towe.........................     60       Director

Harrison T. Bubb.....................     59       Director

         Officers of the Company are appointed by the Board of Directors and
serve at its discretion. The term of office for each Director expires when such
Director's successor is elected and qualified.

         Edwin P. Kuhn was named President, Chief Executive Officer and Director
of the Company and its subsidiaries in January 1997. Mr. Kuhn has served as
President and Chief Executive Officer of TA since the closing of the TA
Acquisition in December 1993. Mr. Kuhn served as the General Manager (the most
senior position and effective President) of TA under BP's ownership from April
1992 to December 1993. Prior to joining TA, Mr. Kuhn spent 25 years with Sohio
and BP in a series of retail site operating positions, most recently as the
Retail Marketing Regional Manager for all BP retail facilities in the states of
Ohio, Pennsylvania and Kentucky.

         James W. George was named Senior Vice President, Chief Financial
Officer and Secretary of the Company and its subsidiaries in January 1997. Mr.
George has served as a Vice President and Chief Financial Officer of TA since
the closing of the TA Acquisition in December 1993. From August 1990 to December
1993, Mr. George served as the Controller (the most senior financial position)
of TA under BP's ownership. Prior to joining TA, Mr. George spent ten years with
Sohio and BP in a series of accounting and finance positions.

         Timothy L. Doane was named Senior Vice President, Market Development of
the Company and its subsidiaries in January 1997. Mr. Doane has served as a Vice
President, Market Development of TA since 1995. Prior to joining TA, Mr. Doane
spent 15 years with Sohio and BP in a series of positions including Director of
Procurement (for all purchases except crude oil), Manager of BP's Procare
Automotive Service (a chain of stand-alone automobile repair garages in three
midwestern states), International Brand Manager (in the United Kingdom) and
Division Manager in retail marketing.



                                       1
<PAGE>   2



         Michael H. Hinderliter was named Senior Vice President, Marketing of
the Company and its subsidiaries in January 1997. Mr. Hinderliter has served as
a Vice President, Marketing of TA since the closing of the TA Acquisition in
December 1993. From August 1992 to December 1993, Mr. Hinderliter served as the
Marketing Manager of TA under BP's ownership. From 1989 to August 1992, Mr.
Hinderliter was the manager of BP Truckstops Limited, BP's truckstop network in
the United Kingdom. Prior thereto, Mr. Hinderliter spent 14 years with TA under
Ryder, Sohio and BP ownership in a series of positions which included serving as
a Fleet Sales Manager, Division Manager and location General Manager.

         Steven C. Lee was named Vice President and General Counsel of the
Company and its subsidiaries in December 1997. From September 1995 to November
1997, Mr. Lee served as Assistant Vice President and Corporate Counsel of
Premier Farnell Corporation (formerly Premier Industrial Corporation). Mr. Lee
practiced law with Calfee, Halter & Griswold from 1989 to 1995.

         Margaret M. Eisen has been a Director of the Company since April 1997.
Ms. Eisen has served as Managing Director, North American Equities since June
1995 at General Motors Investment Management Corporation ("GMIMC"), the
investment advisor to First Plaza Group Trust ("First Plaza"). From March 1993
to June 1995 and from March 1992 to March 1993, Ms. Eisen served as Director,
Worldwide Pension Investments and as Director, Equity Portfolio Strategy,
respectively, at Du Pont Pension Fund Investment, E. I. Du Pont de Nemours and
Company.

         Robert B. Calhoun, Jr. has been a Director of the Company since April
1993 and was elected Chairman of the Board of Directors in September 1996. Mr.
Calhoun has been President of Clipper Asset Management Corporation, which is the
sole general partner of Clipper, as well as certain of its affiliates and
related entities, since 1991. Mr. Calhoun also serves as director of Avondale
Mills, Inc., Hvide Marine Incorporated, Interstate Bakeries Corporation and
several private companies.

         Eugene P. Lynch has been a Director of the Company since April 1993.
Mr. Lynch has been employed by Clipper or its affiliates and related entities
since 1991 and has served as a Managing Director since 1993. Mr. Lynch also
serves as a director of AVTEAM, Inc., Owosso Corporation and several private
companies.

         Louis J. Mischianti has been a Director of the Company since October
1992. Mr. Mischianti has been employed by Olympus Advisory Partners, Inc., an
affiliate of Olympus Private Placement Fund, L.P. ("Olympus"), since May 1994.
Mr. Mischianti was employed by Clipper or its affiliates from 1991 to April
1994. Mr. Mischianti serves as a director of several private companies.

         Rolf H. Towe has been a Director of the Company since July 1996. Mr.
Towe has served as a Senior Managing Director of Clipper and its affiliates
since 1991. Mr. Towe also serves as a director of American Heritage Life
Insurance Company, Sterling Chemicals Holdings, Inc. and several private
companies.

         Harrison T. Bubb was elected as a Director of the Company on March 25,
1998. Mr. Bubb spent over 35 years with Sohio and BP in various positions,
including Vice President - Strategic Development, Director - Retail Europe, Vice
President - Marketing (USA) and General Manager - Retail Sales.




                                       2
<PAGE>   3


EXECUTIVE COMPENSATION

         Summary Compensation Table. The following table sets forth the
compensation awarded to, earned by or paid to the Chief Executive Officer and
each of the four other most highly compensated executive officers of the Company
as of December 31, 1998 (the "Named Executive Officers") for services rendered
to the Company and its subsidiaries for 1998, 1997 and 1996.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                      Long-Term
                                                                                     Compensation
                                                                                     ------------
                                                                                      Securities   All Other
                                                                                      Underlying  Compensation
        Name and Principal Position              Year        Salary($)   Bonus($)(1)   Options(#)    ($)(2)
        ---------------------------              ----       ----------   -----------  -----------    -------
                                                                            
<S>                                             <C>           <C>        <C>              <C>       <C>  
Edwin P. Kuhn...............................
   President, Chief Executive Officer and       
   Director(3)                                  1998          350,000    175,000          -         8,285
                                                1997          325,000    162,500          -         4,243
                                                1996          230,000     92,000          -         4,204

James W. George.............................
   Senior Vice President, Chief Financial
   Officer and Secretary (4)                    1998          225,000    112,500          -         4,364
                                                1997          210,000    105,000          -         4,241
                                                1996          144,000     57,600          -           360

Michael H. Hinderliter......................
   Senior Vice President (4)                    1998          225,000    112,500          -         6,460
                                                1997          210,000    105,000          -         4,953
                                                1996          144,000     57,600          -           360

Timothy L. Doane............................
   Senior Vice President (4)                    1998          225,000    112,500          -         7,757
                                                1997          210,000    105,000          -           529
                                                1996          138,000     55,200          -           348

Steven C. Lee...............................
   Vice President and General Counsel)          1998          110,000     44,000          -           350
                                                1997            9,167      3,667          -             -
                                                1996                -          -          -             -
</TABLE>


----------------------

(1)  Represents bonus for services rendered in the indicated year.

(2)  Represents life insurance premiums paid by the Company. Mr. Kuhn's amount
     includes $3,405 in 1998, $3,424 in 1997, and $3,628 in 1996, reflecting his
     use of a Company automobile. Mr. George's amount includes $3,084 in 1998
     and $3,712 in 1997 reflecting his use of a Company automobile. Mr.
     Hinderliter's amount includes $4,960 in 1998 and $4,953 in 1997 reflecting
     his use of a Company automobile. Mr. Doane's amount includes $6,917 in 1998
     reflecting his use of a Company automobile.

(3)  Elected as Chief Executive Officer and President of the Company and as a
     director, effective January 21, 1997.

(4)  Elected as Senior Vice President of the Company, effective January 21,
     1997.

(5)  Mr. Lee began employment with the Company in December 1997, and was elected
     as Vice President and General Counsel effective December 17, 1997.




                                       3
<PAGE>   4


         Option Grants.

         The following table sets forth certain information regarding stock
options granted in 1998 pursuant to the Company's 1997 Stock Incentive Plan (the
"1997 Stock Plan") to the executive officers named in the Summary Compensation
Table. One-hundred percent of the options listed below have vested based on 1998
earnings. Vested options may be exercised at any time after December 31 of the
year of grant and will remain exercisable through December 31, 2006, at which
time they will terminate.

<TABLE>
<CAPTION>
                                                                                             POTENTIAL REALIZABLE
                                                                                               VALUE AT ASSUMED
                                                                                             ANNUAL RATES OF STOCK
                        OPTION GRANTS IN LAST FISCAL YEAR                                      PRICE APPRECIATION
                                                INDIVIDUAL GRANTS                               FOR OPTION TERM
                      -------------------------------------------------------------------- -----------------------------
                        NUMBER OF        PERCENT OF              
                        SECURITIES     TOTAL OPTIONS        
                        UNDERLYING       GRANTED TO        
                         OPTIONS        EMPLOYEES IN  EXERCISE PRICE
     NAME                GRANTED        FISCAL YEAR    OF OPTIONS        EXPIRATION DATE        5%             10%
     ----             ------------- ----------------- ----------------- ------------------ -------------- --------------
<S>                       <C>              <C>             <C>          <C>                   <C>          <C>      
Edwin P. Kuhn             31,000           19.9%           $23.25       December 31, 2006     424,278      1,237,003
James W. George           18,000           11.6%           $23.25       December 31, 2006     246,355        718,260
Michael H. Hinderliter    18,000           11.6%           $23.25       December 31, 2006     246,355        718,260
Timothy L. Doane          18,000           11.6%           $23.25       December 31, 2006     246,355        718,260
Steven C. Lee              6,000            3.9%           $23.25       December 31, 2006      82,118        239,420
</TABLE>

         Vested options may be exercised at any time after December 31, 1997.
Options may also, at the discretion of the Company, vest and/or become
exercisable at earlier dates than otherwise provided in the event of certain
changes in control or Reorganization Events (as defined in the 1997 Stock Plan).
Vested options are exercisable for limited periods following termination of
employment of a named executive officer; non-vested options terminate upon
termination of employment. Securities obtained as a result of the exercise of
options may not be transferred except to certain family members and, upon
termination of employment or death, are subject to call and put rights that,
generally, give the Company the right, but not the obligation, for a specified
time period to purchase such securities from the named executives at a formula
price and give the named executives the right, but not the obligation, for a
specified time period to sell such securities to the Company at a second formula
price. Pursuant to either of the foregoing formulas, a purchase price per share
is derived by subtracting consolidated indebtedness (as defined in the 1997
Stock Plan) from a specified multiple of EBITDA (as defined in the 1997 Stock
Plan) and dividing the result by the sum of the number of issued and outstanding
shares of capital stock of the Company plus the number of shares of capital
stock of the Company subject to certain warrants.

         1993 Stock Plan. Stock options to purchase shares of the Company's
Common Stock, par value $0.01 per share ("Common Stock") have been granted to
the Named Executive Officers prior to 1996 pursuant to the Company's 1993 Stock
Incentive Plan (the "1993 Stock Plan") as Series I, Series II and Series III
options, as follows: Mr. Kuhn, 15,860, 16,721 and 17,799 options; both of
Messrs. George and Hinderliter, 9,818, 10,364 and 11,018 options; and Mr. Doane,
7,364, 7,773, and 8,263 options, respectively. The option exercise price for
each Series I, Series II and Series III option is as follows: $10.00 per share,
$17.49 per share and $22.50 per share, respectively. Seventy-five percent of
each series of options have vested with respect to Messrs. Kuhn, George and
Hinderliter and 67% of each series of options have vested with respect to Mr.
Doane. Options are currently exercisable to the extent vested as of December 31,
1996 and remain exercisable for limited periods following termination of
employment of the Named Executive Officer. All such unvested options have been
canceled in connection with the adoption of the 1997 Stock Plan. Common Stock
acquired upon the exercise of options may not be transferred except to certain
family members and are subject to call and put options upon termination of
employment. The call and put option pricing formula under the 1993 Stock Plan
and option agreements has been



                                       4
<PAGE>   5


modified to the formula under the 1997 Stock Plan. It is also expected that if a
change of control occurs within six months after termination of employment for
"good reason," death, "disability" or termination other than for "cause" (as
defined), an adjustment will be made to the amount paid upon exercise of any
call options or put options (but, in the case of put options, only to the extent
the proceeds received by the former employee upon exercise of the put option are
used to repay indebtedness to the Company) so that the former employee will be
able to receive any amounts in excess of the call or put price payable in the
change of control transaction. See "Certain Transactions-Stockholders'
Agreements-Supplemental Institutional and Management Stockholders' Agreement."

         The following table sets forth information concerning the value of
unexercised options as of December 31, 1998 held by the Named Executive
Officers. No options were exercised by any Named Executive Officer in 1998.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                    LAST FISCAL YEAR-END OPTION VALUES TABLE

<TABLE>
<CAPTION>
                                    SHARES                 NUMBER OF SECURITIES         VALUE OF UNEXERCISED
                                   ACQUIRED      VALUE      UNDERLYING OPTIONS          IN-THE-MONEY OPTIONS
                                  ON EXERCISE  REALIZED     AT 1998YEAR-END (#)          AT 1998YEAR-END ($)
              NAME                   (#)          ($)   EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(1)(2)
              ----                   ---          ---   ---------------------------- -------------------------------
                                     
                                                                         
<S>                                   <C>         <C>           <C>                       <C>
Edwin P. Kuhn....................      -           -            100,539/-                 521,326/ -
                                                                                                  
James W. George..................      -           -             59,359/-                 313,464/-
                                                                                                  
Michael H. Hinderliter...........      -           -             59,359/-                 313,464/-
                                                                                                  
Timothy L. Doane.................      -           -             52,058/-                 251,543/-
                                                                                                  
Steven C. Lee....................      -           -              6,000/-                  10,500/-
</TABLE>
---------------------                                               

(1)   The portion of all options granted pursuant to the 1993 Stock Plan which
      were unexercisable as of December 31, 1996 were canceled in connection
      with the adoption of the 1997 Stock Plan.

(2)   Based on a stock price of $25.00 per share.


COMPENSATION OF DIRECTORS

         In September 1996, the Company's Board of Directors unanimously agreed
to waive all Board of Directors retainers and meeting fees, although there is no
assurance such an arrangement will continue in the future. Beginning in 1997,
each non-employee director was granted, subject to being disclaimed by such
directors, 1,250 stock options each year pursuant to the 1997 Stock Plan,
Members of the Company's Board of Directors also receive reasonable
out-of-pocket expenses in connection with travel to and attendance at meetings.

EMPLOYMENT AGREEMENTS AND STOCKHOLDERS' AGREEMENTS WITH EDWIN P. KUHN, JAMES W.
GEORGE, MICHAEL H. HINDERLITER AND TIMOTHY L. DOANE

         The Company has entered into an employment agreement, a stockholder's
agreement and a Supplemental Institutional and Management Stockholders'
Agreement with each of Edwin P. Kuhn, James W. George, Michael H. Hinderliter
and Timothy L. Doane (the "Executives"). The principal terms and conditions of
the Executives' employment agreements are as follows:

         The Executives shall be employed by the Company from January 1, 1997
through December 31, 2000 (unless terminated earlier). The employment agreements
provide for annual base salaries, subject to approved increases, of $325,000 for
Mr. Kuhn and $210,000 for Messrs. George, Hinderliter and Doane, respectively;
annual bonuses of up to 50% of annual base salary, minimum 12.5% of base salary
for 1998 (the "Guaranteed Bonuses"); participation in Company employee benefit
plans; and certain fringe benefits.



                                       5
<PAGE>   6



         If an Executive's employment is terminated prior to December 31, 2000:
(i) by his resignation other than for "good reason" (this term and each
subsequent term in quotation marks referenced in this paragraph as defined in
the employment agreements) or for "cause", he shall be entitled to only his
accrued and unpaid base salary and any vested benefits under the Company's 1993
and 1997 Stock Plans; (ii) by reason of death or "permanent disability", then in
addition to the foregoing, any annual or guaranteed bonus (whichever is
greater), pro-rated, and Company-paid continued medical coverage; and (iii) by
his resignation for good reason or by the Company for any other reason, base
salary until December 31, 2000 (or if later, for one year) subject to offset,
his guaranteed bonus, if any (or, if greater, any annual bonus, pro-rated), any
vested benefits under the Company's 1993 and 1997 Stock Plans and subsidized
medical coverage; provided that if the Executive engages in a "competitive
activity," he shall instead only be entitled to his accrued and unpaid base
salary, any vested benefits under the Company's 1993 and 1997 Stock Plans and
subsidized medical coverage. If any payments and the value of benefits are
"contingent on a change of control" within the meaning of section 280G of the
Internal Revenue Code of 1986, as amended (which could include, for example and
without limitation, the accelerated vesting of stock options upon a change of
control), then the Company may be denied an income tax deduction for all or a
portion of such payments, and the recipient thereof may be subject to a 20%
excise tax in addition to income tax otherwise imposed. The Executives'
employment agreements also include non-competition and non-solicitation
covenants and confidentiality agreements.

         For a description of the stockholder's agreements and Supplemental
Institutional and Management Stockholders' agreement to be entered into by the
Executives, see "Certain Relationships and Related Transactions-Stockholders'
Agreements."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Since April 1997, the members of the Executive Compensation Committee
of the Board of Directors have been Robert B. Calhoun, Jr., Louis J. Mischianti
and Rolf H. Towe. Messrs. Calhoun and Towe are employed by Clipper and/or its
affiliates and Mr. Mischianti is employed by an affiliate of Olympus.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Prior to March 6, 1997 the Company had two classes of common stock.
However, pursuant to the amendment and restatement of the Company's Certificate
of Incorporation effected on March 6, 1997, the Company currently has only one
class of common stock.

         The Company has one class of Common Stock outstanding and four classes
of convertible preferred stock outstanding: Series I and Series II Convertible
Preferred Stock, par value $0.01 per share ("Series I Preferred" and "Series II
Preferred," respectively), and Series I and Series II Senior Convertible
Participating Preferred Stock, par value $0.01 per share ("Series I Senior" and
"Series II Senior," respectively).

         At the option of the holder thereof, Series I Preferred and Series I
Senior may be converted to Common Stock at any time on a one for one basis.
Series II Preferred and Series II Senior also may be converted to Common Stock
on a one for one basis; however, the total number of shares that may be
converted at any one time is limited to a percentage determined by reference to
a formula reflecting the number of outstanding shares of Common Stock at the
time of conversion. Pursuant to this formula, as of December 31, 1998,
Clipper/Merchant I, L.P. ("Clipper/Merchant"), which holds of record all
outstanding shares of Series II Preferred and Series II Senior, could have
elected to convert a combined total of 199,959 shares of Series II Preferred and
Series II Senior (out of a total of 2,171,718 shares) to an equal number of
shares of Common Stock.




                                       6
<PAGE>   7


         The following table sets forth the number of shares of capital stock of
the Company beneficially owned, as of February 15, 1999, by each person known by
the Company to beneficially own more than 5% of any class of capital stock of
the Company (other than directors and officers, see "-Directors and Officers").

<TABLE>
<CAPTION>
                                                     AMOUNT AND                                      PERCENT OF
                                                     NATURE OF                                         STATED
NAME OF BENEFICIAL OWNER                            OWNERSHIP(1)         CLASS OF STOCK               CLASS(1)
------------------------                            ------------         --------------               --------
                                                                                                 
<S>                                                 <C>                  <C>                         <C>
United States Trust Company of New York.......        380,500(2)         Common                        63.3%
   770 Broadway                                                                              
   New York, NY 10003

Clipper Capital Associates, L.P.(3)...........      4,528,567            Common(4)                      88.3
   650 Madison Avenue                               2,472,952            Series I Preferred(5)          95.3
   New York, NY 10022                               1,237,374            Series II Preferred(5)        100.0
                                                    1,855,656            Series I Senior(5)             69.2
                                                      934,344            Series II Senior(5)           100.0
                                                                         
UBS Capital LLC...............................        500,739            Common(6)                      47.8
   299 Park Avenue                                     22,059            Series I Preferred              0.9
   New York, NY 10171                                 425,000            Series I Senior                15.9
                                                                                               
First Plaza Group Trust.......................      3,996,862            Common(7)                      86.9
   c/o Mellon Bank, NA                              2,096,221            Series I Preferred(8)          80.8
   One Mellon Bank Center                           1,800,000            Series I Senior(8)             67.1
   Pittsburgh, PA 15258                                                                            
                                                                         
Olympus Private Placement Fund, L.P...........        523,451            Common(9)                      46.6
   Metro Center                                       306,912            Series I Preferred(10)         11.8
   One Station Place                                  200,000            Series I Senior                 7.5
   Stamford, CT 06902                                                                              
                                                                            
The Travelers Indemnity Company...............        200,000            Common(11)                     25.0
   One Tower Square                                   200,000            Series I Senior                 7.5
   Hartford, CT 06183                                                                           
                                                                                                
Merchant Truckstops, L.P.(12).................        199,959            Common(13)                     25.0
   11 Madison Avenue                                1,225,000            Series II Preferred            99.0
   New York, NY 10010                                                                          
</TABLE>

-----------

(1)    With respect to Common Stock, reflects beneficial ownership of Common
       Stock, assuming the conversion into Common Stock by the listed
       stockholder of any preferred stock and the exercise by the listed
       stockholder of any warrants to purchase Common Stock owned by such
       stockholder to the extent currently convertible or exercisable within 60
       days after February 15, 1999.

(2)    United States Trust Company of New York holds these shares in its
       capacity as Voting Trustee under the Voting Trust Agreement. See "Certain
       Relationships and Related Transactions."

(3)    Clipper Capital Associates, L.P. ("CCA") directly owns 127,243 shares of
       Series I Preferred and 37,474 shares of Series I Senior and is the
       general partner of three limited partnerships that are the record owners
       of the remainder of these shares: (i) National Partners I, L.P.
       ("National I"), (ii) National Partners, L.P. III, ("National III") and
       (iii) Clipper/Merchant. CCA thus may be said to beneficially own all such
       shares owned by these three limited partnerships. Clipper Capital
       Associates, Inc. ("CCI") is the general partner of CCA, and the sole
       stockholder of CCI is Robert B. Calhoun, Jr., a director of the Company.
       By virtue of such relationship, CCI and Mr. Calhoun may be deemed to
       beneficially own these shares. CCI and Mr. Calhoun disclaim beneficial
       ownership of all such shares except to the extent of any pecuniary
       interest they may have therein. See footnote 3 to the following security
       ownership table.

(4)    Includes shares of Common Stock that could be issued upon conversion of
       all outstanding shares of preferred stock of the Company held of record
       by the following: (i) CCA: 127,243 shares of Series I Preferred and
       37,474 shares of Series I Senior, (ii) National I: 2,065,405 shares of
       Series I Preferred and 1,818,182 shares of Series I Senior, (iii)
       National III: 280,304 shares of Series I Preferred and (iv) Clipper
       Merchant: 1,237,374 shares of Series II Preferred and 934,344 shares of
       Series II Senior. As of February 15, 1999, a combined total of only
       199,599 shares of the two Series II classes held by Clipper/Merchant were
       convertible, as described above. For further discussion of National I,
       National III and Clipper/Merchant see footnotes 8, 10 and 12 below.

(5) See footnote 4 above.



                                       7
<PAGE>   8



(6)    Includes 53,680 shares of Common Stock held of record, 22,059 shares of
       Common Stock that could be issued upon conversion of Series I Preferred
       and 425,000 shares of Common Stock that could be issued upon conversion
       of Series I Senior.

(7)    Includes 100,641 shares of Common Stock that could be issued upon
       exercise of warrants, 2,096,221 shares of Common Stock that could be
       issued upon conversion of Series I Preferred and 1,800,000 shares of
       Common Stock that could be issued upon conversion of Series I Senior. For
       further discussion of First Plaza's share ownership, see footnote 8
       below.

(8)    First Plaza directly owns 51,471 shares of Series I Preferred. In
       addition, First Plaza, as limited partner of National I and under
       National I's partnership agreement, may be deemed to beneficially own
       2,044,750 shares of Series I Preferred and 1,800,000 shares of Series I
       Senior held of record by National I.

(9)    Includes 16,539 shares of Common Stock that could be issued upon exercise
       of warrants, 306,912 shares of Common Stock that could be issued upon
       conversion of Series I Preferred and 200,000 shares of Common Stock that
       could be issued upon conversion of Series I Senior. For further
       discussion of Olympus' share ownership, see footnote 10 below.

(10)   Olympus directly owns 29,412 shares of Series I Preferred. In addition,
       Olympus, as limited partner of National III and under National III's
       partnership agreement, may be deemed to beneficially own 277,500 shares
       of Series I Preferred held of record by National III. Olympus disclaims
       beneficial ownership of all such shares, except to the extent of any
       pecuniary interest it may have therein.

(11)   Includes 200,000 shares of Common Stock that could be issued upon
       conversion of Series I Senior.

(12)   Merchant Truckstops, L.P. ("Merchant"), as the limited partner of
       Clipper/Merchant and under Clipper/Merchant's partnership agreement, may
       be deemed to beneficially own 1,225,000 shares of Series II Preferred
       held of record by Clipper/Merchant. Merchant is a limited partnership of
       which Merchant Truckstops, Inc. ("Merchant Inc.") is the general partner,
       and Merchant Inc. is an indirect wholly-owned subsidiary of Credit Suisse
       Group ("CS"). By virtue of such relationship, Merchant Truckstops and CS
       may be deemed to beneficially own these shares. Merchant, Merchant Inc.
       and CS disclaim beneficial ownership of all such shares, except to the
       extent of any pecuniary interest they may have therein.

(13)   Includes 199,599 shares of Common Stock that could be issued upon
       conversion of shares of Series II Preferred that were eligible for
       conversion as of February 15, 1999, as described above.

DIRECTORS AND OFFICERS

         The following table sets forth the number of shares of capital stock of
the Company beneficially owned, as of February 15, 1999, by each of the
Company's executive officers and directors, and all executive officers and
directors of the Company as a group.

<TABLE>
<CAPTION>
                                       AMOUNT AND                                  PERCENT OF
                                       NATURE OF                                     STATED
NAME                                   OWNERSHIP(1)          CLASS OF STOCK         CLASS(1)
----                                   ------------          --------------         --------

<S>                                    <C>                 <C>                        <C>
Edwin P. Kuhn........................    121,991           Common                       17.3
                                           6,000           Series I Preferred            *
James W. George......................     71,449           Common                       10.8
                                             500           Series I Preferred            *
Michael H. Hinderliter...............     71,949           Common                       10.9
                                           1,000           Series I Preferred            *
Timothy L. Doane.....................     60,786           Common                        9.3
                                           1,000           Series I Preferred            *
Steven C. Lee........................     10,864           Common                        1.8
                                           1,000           Series I Preferred            *
Margaret M. Eisen....................          -           -                               -
Robert B. Calhoun, Jr................  4,528,567           Common(2)                    88.3
                                       2,472,952           Series I Preferred(2)        95.3
                                       1,237,374           Series II Preferred(2)      100.0
                                       1,855,656           Series I Senior(2)           69.2
                                         934,344           Series II Senior(2)         100.0
Eugene P. Lynch......................          -           -                             -
Louis J. Mischianti..................      2,500           Common                        *
Rolf H. Towe.........................      7,500           Common                        1.2
Harrison T. Bubb.....................      1,250           Common                        *
(All directors and officers as a
   group (11 persons))...............  4,876,856           Common                       89.9
                                       2,482,452           Series I Preferred           95.7
                                       1,237,374           Series II Preferred         100.0
                                       1,855,656           Series I Senior              69.2
                                         934,344           Series II Senior            100.0
</TABLE>

                                       8
<PAGE>   9

-----------

(1)      In the case of Common Stock, reflects beneficial ownership of Common
         Stock, assuming the exercise by the listed stockholder of options to
         purchase Common Stock owned by such stockholder to the extent currently
         exercisable within 60 days after February 15, 1999.

(2)      CCA, National I, National II, National III and Clipper/Merchant are the
         record owners of these shares. Mr. Calhoun is the sole stockholder of
         CCI, which is the general partner of CCA. CCA is the general partner of
         each of National I, National II, National III and Clipper/Merchant. By
         virtue of such relationships, Mr. Calhoun may be deemed to beneficially
         own all of such shares. Mr. Calhoun disclaims beneficial ownership of
         such shares, except to the extent of any pecuniary interest he may have
         therein. See footnotes 3, 4, and 5 to the previous security ownership 
         table.

*        The percentage of shares beneficially owned in class is less than one
         percent of the class so owned.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

VOTING TRUST AGREEMENT

         Voting and transfer of the shares of Common Stock beneficially owned by
Operators and Franchisee-Owners ("Certificate Holders") are governed by a voting
trust agreement dated as of April 14, 1993, as amended as of March 6, 1997,
among the Certificate Holders, United States Trust Company of New York as the
voting trustee (the "Voting Trustee") and the Company (the "Voting Trust
Agreement"). The Operators' and Franchisee-Owners' beneficial ownership interest
in such shares is evidenced by voting trust certificates (the "Voting Trust
Certificates"). In connection with any matter that may be put to a vote of the
Company's stockholders, the Voting Trustee will vote all of the shares subject
to the Voting Trust Agreement in the manner determined by a vote by the
Certificate Holders. Transfers of the Voting Trust Certificates or beneficial
interests in shares of Common Stock represented thereby are only permitted in
accordance with applicable securities laws and are also subject to certain
restrictions. Certain provisions of the Voting Trust Agreement may only be
amended by a vote of Certificate Holders holding a majority of the Voting Trust
Certificates and a vote of the holders of a majority of the shares of Series I
Preferred Stock (and the holders of Common Stock issued upon conversion of
Series I Preferred Stock) together with the consent of the Company. The Voting
Trust Agreement will terminate on the earlier of (i) April 14, 2003, unless
Certificate Holders beneficially owning 65% of the shares subject to the Voting
Trust Agreement elect to continue the Voting Trust or (ii) upon the consent of
the Company and the vote of the holders of Voting Trust Certificates who
beneficially own more than 75% of the shares subject to the Voting Trust
Agreement.

STOCKHOLDERS' AGREEMENTS

         Global Stockholders' Agreement. The Voting Trustee, Certificate
Holders, certain members of the Investor Group (members of such group referred
to individually as an "Investor") holding preferred stock, certain members of
management (the "Management Stockholders") and the Company are parties to a
stockholders' agreement, dated as of April 14, 1993, as amended as of March 6,
1997 (the "Global Stockholders' Agreement"). Pursuant to the Global
Stockholders' Agreement, the Management Stockholders have agreed not to sell any
shares of Common Stock except for certain family transfers, transfers pursuant
to the laws of descent and distribution, and certain other exceptions. The
Global Stockholders' Agreement provides that, in the event of any sale (whether
by merger or sale of the stock) of the Company effected on the same terms for
each holder of capital stock of the Company, a stockholder party to the Global
Stockholders' Agreement has no right to dissent and be paid the appraised value
of his or her shares and, in the event of a stock sale, is required to sell his
or her shares to any purchaser in such sale. The Global Stockholders' Agreement
will terminate on the earlier of April 14, 2003 or the consummation of a
registered public offering of the Company's stock.

         Supplemental Stockholders' Agreement. The Company and certain Investors
are parties to a supplemental stockholders' agreement, dated as of December 10,
1993, which the parties thereto expect to amend (the "Supplemental Stockholders'
Agreement"). The Supplemental Stockholders' Agreement sets forth analogous
provisions for the transfer of preferred stock as the Global Stockholders'
Agreement sets forth for transfer of shares held by Management Stockholders.




                                       9
<PAGE>   10


         Institutional and Management Stockholders' Agreement. The Company and
the Investor Group are parties to a preferred and common stockholders'
agreement, dated as of December 10, 1993 (the "Institutional and Management
Stockholders' Agreement") to establish in part the composition of the Company's
Board of Directors and to provide for certain participation rights related to
the sale of stock by major stockholders. This agreement is expected to be
amended and restated to add Management Stockholders as parties and provide for
certain other changes.

         The parties to the Institutional and Management Stockholders' Agreement
are required to vote their shares to elect to the Board of Directors two
nominees of Clipper Capital Associates, L.P. ("CCA"), an affiliate of Clipper,
one nominee of National Partners III, L.P. ("National III"), two nominees of
National Partners, L.P. ("National I") and one nominee jointly chosen by
National I and CCA. After the liquidation of National I, First Plaza will assume
National I's rights and after the liquidation of National III, Olympus will
assume National III's rights, with respect to nominating directors under the
agreement. Under certain conditions, the rights of certain parties to nominate
directors may increase or decrease. The right to nominate a director ceases when
any party (together with its affiliates) sells any shares governed by the
agreement unless such shares have been registered under the Securities Act or
sold pursuant to Rule 144 under the Securities Act. The portion of the
Institutional and Management Stockholders' Agreement pertaining to the Board of
Directors terminates on December 10, 2003 unless extended. In the event that the
Company becomes publicly held, the Institutional and Management Stockholders'
Agreement will terminate except for that portion of the agreement pertaining to
nomination of directors.

         The Institutional and Management Stockholders' Agreement provides for
the right of such stockholders to participate in certain sales of stock of the
Company by other parties. In addition, the agreement requires Management
Stockholders to participate in any sale of the Company.

         Any transferee of a party to the Institutional and Management
Stockholders' Agreement must become party to that agreement according to its
terms.

         Supplemental Institutional and Management Stockholders' Agreement. The
Company expects to enter into a Supplemental Institutional and Management
Stockholders' Agreement with the Investor Group and the Management Stockholders,
the principal terms and conditions of which are expected to be as follows:
shares of Common Stock held by Management Stockholders will be subject to call
and put options upon termination of employment of Management Stockholders; the
call and put option pricing formulae under the 1993 Stock Plan and option
agreements have been modified; if a change of control occurs within six months
after termination of the employment of a Management Stockholder for "good
reason," death, "disability" or termination other than for "cause" (as defined),
an adjustment will be made to the amount paid upon exercise of any call options
or put options (but, in the case of put options, only to the extent the proceeds
received by the Management Stockholder upon exercise of the put option are used
to repay indebtedness to the Company) so that the Management Stockholders will
be able to receive any amounts in excess of the call or put price payable in the
change of control transaction; and the option exercise price of vested and
exercisable Series III options granted under the 1993 Stock Plan was reduced
from $28.56 per share to $22.50 per share.

TRANSACTIONS AND RELATIONSHIPS WITH INVESTORS

         In April 1993, the Company entered into an agreement (the "First
Clipper Agreement") and related indemnity for financial advisory services to be
provided, on an exclusive basis, by Clipper and Clipper Capital Partners, L.P.
(together, the "Clipper Entities") to the Company and National. In December
1993, the First Clipper Agreement was restated and amended in connection with
the TA Acquisition and TA Holdings and TA entered into an agreement (the "Second
Clipper Agreement" and, together with the First Clipper Agreement, the "Clipper
Agreements") and related indemnity for financial advisory services to be
provided, on an exclusive basis, by the Clipper Entities to TA Holdings and TA.
In consideration for services provided pursuant to such agreements, the Company,
National, TA Holdings and TA agreed to compensate the Clipper Entities at rates
established by the Clipper Entities consistent with those rates customarily
charged by nationally recognized investment firms. The terms of the Clipper
Agreements continue until such time as Clipper and its affiliates no longer own,
in the aggregate, 5% or more of the equity securities of the Company. To date,
no fees have been paid or have become payable to the Clipper Entities pursuant
to the Clipper Agreements or the related indemnity other than fees paid to
Clipper at the time of the National Acquisition, the time of the TA Acquisition,
the time of the 1997 Refinancing and the time of the 1998 


                                       10
<PAGE>   11

Refinancing. In consideration for their services provided in completing the 1998
Refinancing, Clipper and Olympus were paid $266,667 and $133,333, respectively.
Clipper has also been reimbursed from time to time by the Company for out of
pocket expenses, including legal fees. Louis J. Mischianti, who is employed by
an affiliate of Olympus, is a Director of the Company. Robert B. Calhoun, Jr.,
Rolf H. Towe and Eugene P. Lynch, each of whom are Directors of the Company, are
employed by Clipper or its affiliates.

         As of December 31, 1998, The Travelers Insurance Company and its
affiliates (collectively "Travelers") owned in the aggregate $27,000,000 of the
Company's Series I Senior Secured Notes and also owned, in the aggregate, more
than 5% of at least one class of the Company's capital stock. Interest expense
related to this indebtedness for the year ended December 31, 1998 was
$2,414,000.

TRANSACTIONS WITH OPERATOR STOCKHOLDERS

         As of December 31, 1998, Operators controlling 21 travel centers owned
an aggregate of 273,750 shares of the Company's Common Stock, which represents
approximately 3.1% of the issued and outstanding Common Stock giving effect to
the conversion of preferred stock and the exercise of warrants. The Company's
transactions with these Operators are at prices and on terms that are the same
as similar transactions with non-stockholder Operators. Such Operator
stockholders have entered into the Voting Trust Agreement with the Company and
the Voting Trustee. One such Operator, Walter E. Smith, Jr., was a Director of
the Company from July 1995 until May of 1998.

TRANSACTIONS WITH OFFICERS

         As of December 31, 1998, the Company had issued to Edwin P. Kuhn, James
W. George, Timothy L. Doane, Michael H. Hinderliter and Steven C. Lee, 15,452,
11,590, 7,727, 11,590, and 3,864 shares of Common Stock (the "Management
Shares"), respectively, pursuant to certain management subscription agreements
(together, the "Management Subscription Agreement"). Each Management
Subscription Agreement provides for a purchase price of the Management Shares of
between $10 and $20 per share. As described below, the Company financed a
portion of the purchase price of the Management Shares.

         The Management Subscription Agreement gives the Company the right, but
not the obligation, for 60 days following the employee's cessation of employment
with the Company, for any reason whatsoever, to repurchase the Management Shares
at a formula price and gives the employee the right, but not the obligation, for
an additional 60 days to sell the Management Shares to the Company at a second
formula price. Pursuant to either of the foregoing formulas, the purchase price
per share is equal to the product of (a) a specified multiple of EBITDA (as
defined in the Management Subscription Agreement) of the Company for the most
recent four consecutive full fiscal quarters less the aggregate amount of
consolidated indebtedness of the Company and (b) a fraction, the numerator of
which is equal to the number of Management Shares being repurchased by the
Company and the denominator of which equals the number of fully diluted shares
of capital stock of the Company. The credit facilities, the Senior Notes and the
Indenture limits the Company's ability to repurchase the Management Shares.

         In connection with the purchase of the Management Shares, each of the
members of senior management who entered into the Management Subscription
Agreement also received financing from the Company with respect to no more than
one half of the purchase price of such manager's stock purchases. In connection
with such financing, each such manager executed a note in favor of the Company
(each, a "Management Note") and a pledge agreement (each a "Management Pledge
Agreement"). The Management Notes for the named Executives total $251,110 in
principal amount, and are payable by the following Named Executives in the
indicated principal amount as follows: Edwin P. Kuhn, $77,260; James W. George,
$57,950; Timothy L. Doane, $57,950, Michael H. Hinderliter, $57,950 and Steven
C. Lee, $38,460. With respect to the Management Notes, interest accrues at an
annual rate of 4.76% for Messrs. Kuhn, George and Hinderliter and 6.01% for
Messrs. Doane and Lee, in each case compounded semi-annually. Accrued and unpaid
interest, together with unpaid principal, if not sooner paid, is due and payable
on the earliest of (i) the date of cessation of employment of such employee,
(ii) the date such employee is no longer the owner of the particular Management
Shares and (iii) the tenth anniversary of the Management Note.



                                       11