<PAGE>

                                                                    Exhibit 99.1

                  INFORMATION REQUIRED BY PART III OF FORM 10-K

OUR DIRECTORS AND OFFICERS

      Our executive officers and members of our board of directors and their
ages, are as follows:

<TABLE>
<CAPTION>
NAME                                          AGE                 POSITION
----                                          ---                 --------
<S>                                           <C>  <C>
Edwin P. Kuhn...............................   62  Chairman of the Board of Directors

Timothy L. Doane............................   47  President, Chief Executive Officer and Director

James W. George.............................   53  Executive Vice President, Chief Financial Officer and Secretary

Michael H. Hinderliter......................   55  Senior Vice President, Sales

Joseph A. Szima.............................   53  Senior Vice President, Marketing

Steven C. Lee...............................   41  Vice President and General Counsel

Robert J. Branson...........................   56  Director

Michael Greene..............................   43  Director

Steven B. Gruber............................   47  Director

Louis J. Mischianti.........................   45  Director

Rowan G. P. Taylor..........................   37  Director
</TABLE>

      Our officers 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 Chairman of the Board of Directors in November
2000. Mr. Kuhn had served as Chief Executive Officer and President of us and our
subsidiaries since January 1997. Mr. Kuhn relinquished his position as President
in July 2003 and his position as Chief Executive Officer effective January 1,
2005. Mr. Kuhn had served as President and Chief Executive Officer of TA
Operating Corporation, a wholly owned subsidiary of ours, since the closing of
the acquisition of the BP network in December 1993. Mr. Kuhn served as the
General Manager (the most senior executive position) of the BP network under
BP's ownership from April 1992 to December 1993. Prior to joining the BP
network, Mr. Kuhn spent 25 years with The Standard Oil Company of Ohio ("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.

      Timothy L. Doane was named Chief Executive Officer effective January 1,
2005. Mr. Doane had served as President and Chief Operating Officer of us and
our subsidiaries since July 2003. Mr. Doane served as Senior Vice President,
Marketing of us and our subsidiaries since January 2001. Mr. Doane served as
Senior Vice President, Market Development of us and our subsidiaries since
January 1997 and served as a Vice President, Market Development of TA Operating
Corporation since 1995. Prior to joining TA Operating Corporation, 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.

      James W. George was named Executive Vice President, Chief Financial
Officer and Secretary of us and our subsidiaries in July 2003. Mr. George served
as Senior Vice President, Chief Financial Officer and Secretary of us and our
subsidiaries since January 1997. Mr. George served as a Vice President and Chief
Financial Officer of TA Operating Corporation since the closing of the
acquisition of the BP network in December 1993. From August 1990 to December
1993, Mr. George served as the Controller (the most senior financial position)
of the BP

                                       1

<PAGE>

network under BP's ownership. Prior to joining the BP network, Mr.
George spent ten years with Sohio and BP in a series of accounting and finance
positions.

      Michael H. Hinderliter was named Senior Vice President, Sales of us and
our subsidiaries in January 2001. Effective January 1, 2005, Mr. Hinderliter
relinquished his standing as an officer of us, but remains our Senior Vice
President, Sales. Mr. Hinderliter served as Senior Vice President, Marketing of
us and our subsidiaries since January 1997 and served as Vice President,
Marketing of TA Operating Corporation since the closing of the acquisition of
the BP network 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 System, Inc., Sohio and BP ownership in a
series of positions which included serving as a Fleet Sales Manager, Division
Manager and location General Manager.

      Joseph A. Szima was named Senior Vice President, Marketing of us and our
subsidiaries in March 2004. Mr. Szima served as a Regional Vice President of TA
Operating Corporation since December 1996. Prior thereto, Mr. Szima was employed
by Sohio and BP in a series of retail site operating management positions from
December 1976 to June 1988.

      Steven C. Lee was named Vice President and General Counsel of us and our
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.

      Robert J. Branson became a director of ours on November 14, 2000. Since
1989, Mr. Branson has been affiliated with Oak Hill Real Estate, Inc., which
acts as an advisor to Oak Hill with respect to real estate matters. From 1981 to
1989, Mr. Branson was a Principal of Linden & Branson, a real estate investment
advisory firm, and from 1970 to 1981, he was employed by Arthur Andersen & Co.
Mr. Branson is a Certified Public Accountant. Mr. Branson serves as a director
of American Skiing Company.

      Michael Greene was appointed a director of ours on March 14, 2001. Mr.
Greene is a founding partner of UBS Capital Americas, a private investment fund.
Prior to joining UBS Capital Americas, he was a senior member of the Union Bank
of Switzerland's Leverage Finance Group from 1990 to 1992. Previously he was a
member of the Leverage Finance Group at Marine Midland Bank. Mr. Greene serves
as a director of Orphan Medical, Inc., Affordable Residential Communities, Inc.
and several private companies.

      Steven B. Gruber became a director of ours on November 14, 2000. From
February 1999 to the present, Mr. Gruber has been a Managing Partner of Oak Hill
Capital Management, Inc., the manager of Oak Hill. He is also a Managing Partner
of Oak Hill Capital Management, LLC, the investment manager of Oak Hill Capital
Partners II. From March 1992 to the present, he has been a Managing Director of
Oak Hill Partners, Inc. From May 1990 to March 1992, he was a Managing Director
of Rosecliff, Inc. Since February 1994, Mr. Gruber has also been an officer of
Insurance Partners Advisors, L.P., an investment advisor to Insurance Partners,
L.P. Since October 1992, he has been a Vice President of Keystone, Inc.
(formerly known as Robert M. Bass Group, Inc.). Prior to joining Keystone, Mr.
Gruber was a Managing Director and co-head of High Yield Securities and held
various other positions at Lehman Brothers, Inc. He is also a director of
American Skiing Company, Blackboard, Inc., ExlService Holdings, Inc., Williams
Scotsman, Inc. and several private companies.

      Louis J. Mischianti has been a director of ours since December 1992. Mr.
Mischianti has been a partner of Olympus Advisory Partners, Inc., an affiliate
of Olympus Growth Fund III, L.P. and Olympus Executive Fund, L.P., since May
1994. Mr. Mischianti was employed by The Clipper Group, L.P. or one of its
affiliates from 1991 to April 1994. Prior to 1991, Mr. Mischianti was employed
by Credit Suisse First Boston Corporation. Mr. Mischianti serves as a director
of several private companies.

      Rowan G.P. Taylor became a director of ours on November 14, 2000. From
March 1999 to the present, Mr. Taylor has been a Principal of Oak Hill Capital
Management, Inc. He is also a Principal of Oak Hill Capital Management, LLC.
From April 1991 to March 1999, Mr. Taylor was employed by The Clipper Group,
L.P. or one of its affiliates, most recently as a Principal. From January 1998
to March 1999, Mr. Taylor was also a Principal of Monitor Clipper Partners, Inc.
Prior to April 1991, Mr. Taylor was employed by Credit Suisse First Boston
Corporation.

                                       2

<PAGE>

EXECUTIVE COMPENSATION

      Summary Compensation Table. The following table sets forth the
compensation awarded to, earned by or paid to our Chief Executive Officer and
each of our four other most highly compensated executive officers as of December
31, 2004.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                        Long-Term
                                                                                      Compensation
                                                                                      ------------
                                                             Annual Compensation       Securities    All Other
                                                      ------------------------------   Underlying   Compensation
            Name and Principal Position               Year  Salary ($)  Bonus ($)(4)   Options (#)    ($) (5)
----------------------------------------------------  ----  ----------  ------------  ------------  ------------
<S>                                                   <C>   <C>         <C>           <C>           <C>
Edwin P. Kuhn.......................................  2004    515,000      386,250          -          4,100
    Chairman of the Board, Chief Executive Officer    2003    500,000      375,000          -         15,599
    and Director(1)                                   2002    492,000      369,000          -         13,617

Timothy L. Doane....................................  2004    340,000      255,000          -          4,100
    President and Chief Operating Officer (2)         2003    330,000      247,500          -          5,751
                                                      2002    295,000      221,250          -          4,837

James W. George.....................................  2004    324,500      243,375          -          4,100
    Executive Vice President, Chief Financial
    Officer                                           2003    315,000      236,250          -          6,597
    and Secretary                                     2002    295,000      221,250          -          6,117

Michael H. Hinderliter(3)...........................  2004    295,000      221,250          -          4,100
    Senior Vice President                             2003    295,000      191,750          -          7,034
                                                      2002    295,000      177,000          -          6,039

Joseph A. Szima.....................................  2004    206,000      130,000          -          4,100
    Senior Vice President                             2003    175,000       84,000          -          4,000
                                                      2002    129,300       64,650          -          3,206
</TABLE>

----------------------
(1) Effective January 1, 2005, Mr. Kuhn resigned from the Chief Executive
Officer position but continues as Chairman.

(2) Effective January 1, 2005, Mr. Doane was named Chief Executive Officer and
relinquished the Chief Operating Officer title.

(3) Effective January 1, 2005, Mr. Hinderliter relinquished his standing as an
officer, but remains as a Senior Vice President.

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

(5) Represents life insurance premiums paid by us and our matching contributions
to our defined contribution retirement plan in respect of each of these
executive officers, as follows:

<TABLE>
<CAPTION>
                       Insurance    Matching    Total All Other
                        Premiums  Contribution   Compensation
                        --------  ------------   ------------
<S>              <C>   <C>        <C>           <C>
Mr. Kuhn         2004  $       -  $      4,100    $     4,100
                 2003     11,599         4,000         15,599
                 2002      9,617         4,000         13,617

Mr. Doane        2004         -          4,100          4,100
                 2003      1,751         4,000          5,751
                 2002      1,653         3,184          4,837

Mr. George       2004         -          4,100          4,100
                 2003      2,597         4,000          6,597
                 2002      2,554         3,563          6,117

Mr. Hinderliter  2004         -          4,100          4,100
                 2003      3,034         4,000          7,034
                 2002      2,855         3,184          6,039

Mr. Szima        2004         -          4,100          4,100
                 2003         -          4,000          4,000
                 2002         -          3,206          3,206
</TABLE>

                                       3

<PAGE>

      Option Grants.

      We granted no stock options during the year ended December 31, 2004.

      Option Exercises.

      The following table sets forth information concerning the value of
unexercised options as of December 31, 2004 held by the named executive
officers. No options were exercised by any named executive officer during 2004.

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

<TABLE>
<CAPTION>
                                          NUMBER OF                NUMBER OF SECURITIES        VALUE OF UNEXERCISED
                                            SHARES                  UNDERLYING OPTIONS         IN-THE-MONEY OPTIONS
                                           ACQUIRED    VALUE         AT 2004 YEAR-END          AT 2004 YEAR-END ($)
                 NAME                    ON Exercise  REALIZED   EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE(1)
                 ----                    -----------  ---------  -------------------------  ----------------------------
<S>                                      <C>          <C>        <C>                        <C>
Edwin P. Kuhn..........................      -            -             71,064/135,489         $   962,917/1,835,876
Timothy L. Doane.......................      -            -             40,524/82,733              549,100/1,121,032
James W. George........................      -            -             38,028/75,239              515,279/1,019,488
Michael H. Hinderliter.................      -            -             35,531/59,746              481,445/809,558
Joseph A. Szima........................      -            -             13,769/33,274              186,570/450,863
</TABLE>

---------------------
(1)   At December 31, 2004, our common stock had an estimated market value of
      $45.30 per share.

COMPENSATION OF DIRECTORS

      Employee directors are not entitled to receive any compensation for
serving on the board or any committees of the board. Non-employee directors may
receive compensation for their services in an amount to be determined. To date,
the Board has made no such determination and no non-employee director has
received any compensation from us. All directors are entitled to receive
reimbursement for reasonable out-of-pocket expenses in connection with travel to
and attendance at meetings.

EMPLOYMENT AGREEMENTS

      We have entered into employment agreements, which have subsequently been
amended, with each of Edwin P. Kuhn, Timothy L. Doane, James W. George, Michael
H. Hinderliter and Joseph A. Szima. Pursuant to the employment agreements, for
2005 Mr. Doane receives an annual base salary of $400,000, Mr. George receives
an annual base salary of $337,000, and Mr. Szima receives an annual base salary
of $215,800,which amounts may be increased but not decreased by action of the
board of directors or its delegate. Mr. Kuhn had been party to an employment
agreement with us, but that agreement terminated by its terms effective January
1, 2005, at which time Mr. Kuhn relinquished his role as our Chief Executive
Officer. Mr. Hinderliter previously had been provided notice and his employment
agreement expired effective December 31, 2004. Mr. Hinderliter continues to be
employed by us, but his employment is no longer governed by an employment
agreement. Each other executive is eligible to receive an annual bonus
determined by the board of directors, or its delegate, based on individual and
company performance objectives, ranging, for each of the executives, from 0% to
75% of base salary, with 75% of base salary being the target bonus. The
employment agreement with each executive provided for a two-year term, with
automatic extensions of the second year at the end of each year through age 65,
unless notice of non-renewal is given at least one year in advance. No such
notice has been given by or to Messrs. Doane, George or Szima through March 15,
2005 and, accordingly, the current expiration date for their employment
agreements is December 31, 2006. If we terminate the executive's employment
without cause or the executive resigns with good reason, the executive will be
eligible to receive, among other things, a pro rata bonus for the year of
termination, 24 months' base salary, plus two-times target bonus. Each executive
agrees that during the employment term and for the 24-month period that he is
entitled to receive certain severance payments following a

                                       4

<PAGE>

termination of employment by us without cause or by his resignation for good
reason he will refrain from competing with us.

      Effective December 31, 2002, we entered into an amendment to the
employment agreement with Mr. Kuhn. Mr. Kuhn agreed to defer his scheduled
retirement until no earlier than June 30, 2004. In return, he received a
one-time cash bonus of $200,000, paid in January 2003, slightly improved vesting
rates on his stock options and the right to assume the position of Chairman,
Non-Executive, upon his scheduled retirement. In December 2003, Mr. Kuhn
provided notice to the Board that he intended to step down from his position as
Chief Executive Officer and assume the Chairman, Non-Executive position
effective July 1, 2004. During 2004, the date of this change was revised to
December 31, 2004. Mr. Kuhn's employment agreement provided for an annual salary
during 2004 of $515,000 and an annual bonus determined by the board of
directors, based on individual and company performance objectives, ranging from
0% to 75% of base salary with 75% of base salary being the target bonus. The
Chairman, Non-Executive position that Mr. Kuhn holds effective January 1, 2005
provides for an annual salary of $250,000, with no contractual obligation for
bonus compensation.

OPTION PLAN

      During 2001, we granted to certain of our executives non-qualified stock
options to purchase 944,881 shares of our common stock. All of the options have
a term of 10 years from the date of grant, although the options will be
terminated earlier if certain customary events occur. For example, if an
executive's employment is terminated by us without cause or by the executive for
good reason or due to death, disability or scheduled retirement, all vested
options will expire 60 days following termination of employment. Under certain
circumstances, the executive will be allowed to hold a limited portion of his
unvested options for a longer period of time following termination of employment
for further vesting. Each option grant consists of 41.67% time options and
58.33% performance options. Time options become exercisable over the passage of
time, while performance options become exercisable if certain investment return
targets are achieved. Time options generally vest 20% per year over a period of
five years. Performance options vest if Oak Hill achieves specified internal
rates of return on specified measurement dates. In general, the number of
performance options that will vest is based upon Oak Hill achieving internal
rates of return between 22.5% and 30.0% on a measurement date. A measurement
date is generally defined as the earliest of (1) November 14, 2005, (2)
specified dates following an initial public offering of our stock, depending on
the date the initial public offering occurs, or (3) the date that at least 30%
of our shares owned by Oak Hill are distributed to its limited partners or sold,
except that a subsequent measurement date may occur if less than 100% of our
shares owned by Oak Hill are so sold or distributed. Vesting is partially
accelerated for time options following termination of employment due to death,
disability or scheduled retirement. If a change of control occurs, the vesting
of time options will fully accelerate. Option holders will have rights to
require us to repurchase shares obtained upon the exercise of vested options
upon a termination of employment due to disability, death or, subject to a
six-month holding period, scheduled retirement, and, in certain limited cases,
upon a change of control. In connection with our initial grant of options under
this plan, we established and granted a discretionary pool of options that will
be allocated periodically, first to new members of management who become option
holders after the date of the initial grant, and then to other members of
management on a pro rata basis. The total number of shares underlying the
initial grant of options will not increase as a result.

CODE OF ETHICS

      We have adopted a written code of Ethics that applies to all of our
directors, officers (including our Chief Executive Officer and our Chief
Financial Officer), and employees. A copy of our Code of Ethics will be provided
without charge to any person who requests it. Requests for a copy of our Code of
Ethics can be made by contacting our Vice President and General Counsel by
telephone at (440) 808-9100.

COMMITTEES OF THE BOARD OF DIRECTORS

      We have established an executive committee; an audit and compliance
committee; a health, safety and environmental committee and a compensation
committee. Our board may alter the duties of these committees and may establish
other committees from time to time to facilitate the management of our business
and affairs.

      Executive Committee. The executive committee is authorized to exercise,
between meetings of our board, all the powers and authority of the board for our
direction and management, except as prohibited by applicable law

                                       5

<PAGE>

and except to the extent another committee has been accorded authority over the
matter. The Executive Committee is comprised of Messrs. Doane, Gruber, Kuhn,
Mischianti and Taylor.

      Audit and Compliance Committee. The audit and compliance committee
recommends the annual appointment of our auditors, with whom the audit committee
reviews the scope of audit and non-audit assignments and related fees,
accounting principles used by us in financial reporting, internal auditing
procedures and the adequacy of our internal control procedures and other
compliance programs. The Audit and Compliance Committee is comprised of Messrs.
Branson, Greene and Taylor. The Board of Directors has determined that Mr.
Branson satisfies the criteria adopted by the Securities and Exchange Commission
to serve as an "audit committee financial expert," but that Mr. Branson, because
of his affiliation with an advisor to our controlling shareholder Oak Hill, does
not meet the criteria to be considered an independent director pursuant to the
standards set forth in the requirements under the Securities and Exchange Act of
1934.

      Health, Safety and Environmental Committee. The health, safety and
environmental committee oversees significant matters relating to health, safety
and environmental compliance effecting us or our properties. The Health, Safety
and Environmental Committee is comprised of Messrs. Branson, Greene and Taylor.

      Compensation Committee. The compensation committee administers our stock
option and related plans and establishes the compensation for our executive
officers. The Compensation Committee is comprised of Messrs. Gruber, Kuhn
(effective March 2005), and Taylor.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The members of the compensation committee of our board of directors are
Steven B. Gruber, Rowan G. P. Taylor, both of whom are employed by Oak Hill
Capital Management, and, effective March 22, 2005, Edwin P. Kuhn, who is
employed by the Company. Mr. Kuhn was not involved in the Compensation
Committee's deliberations over 2004 performance bonus amounts.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION

      The Compensation Committee oversees our compensation programs, with
particular attention to the compensation of our senior management team and
including an even greater focus on the compensation of our Chief Executive
Officer ("CEO") and the other named executive officers. The Compensation
Committee is responsible for establishing and administering our executive
compensation plans and determining awards under the 2001 Stock Incentive Plan.

      The report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Exhibit
into any filing under the Securities Act of 1933, as amended (the "Securities
Act") except to the extent that we specifically incorporate this information by
reference, and shall not otherwise be deemed filed under the Securities Act.

                Executive Compensation Philosophy and Objectives

      The Compensation Committee's policies with respect to executive
compensation are designed to support our primary objective of creating long term
value for stockholders and are intended to achieve three principal goals: (1) to
attract and retain talented and dedicated executives, (2) to provide a direct
link between both individual performance and performance of the company as a
whole with the executive's compensation and (3) to provide executives with a
longer term incentive and reward longer term company loyalty and performance.

      The Compensation Committee follows a three-pronged compensation strategy
applicable to our senior management team, including our CEO, whereby such
employees are compensated through three separate but related compensation
programs designed to achieve the objectives listed above.

      Base Salary. Base salary is designed to compensate executives and other
key employees for individual performance. Base salaries are intended to take
into consideration (a) the relative intrinsic value of the subject executive
position to the company, as measured by the position's scope of responsibility,
strategic importance, technological requirements and complexity; (b) competitive
salaries; and (c) individual performance. Executives

                                       6

<PAGE>

and other key employees may or may not receive annual base salary increases,
depending upon performance in the prior year and upon the achievement of
individual and corporate performance goals. The base salary and performance of
each executive is reviewed annually by his or her immediate supervisor (or the
Compensation Committee in the case of the CEO), resulting in salary actions as
appropriate. The Compensation Committee reviews and approves all executive
salary adjustments as recommended by the CEO. The Compensation Committee reviews
the performance of the CEO and sets his base salary.

      Bonus Plan. A short-term bonus, generally determined annually, is
established to provide reward and incentive for shorter-term productivity and
performance. Annual bonus awards are based equally on achieving personal goals
and achieving EBITDA targets which have been established by our Board of
Directors. Meeting such objectives will trigger awards as a percentage of base
pay, dependent on management level, of 50% to 75%. The actual percentage paid
can be adjusted downward for the company failing to achieve our EBITDA targets
and/or for the individual failing to adequately achieve his or her personal
performance goals for the year.

      Stock Options. Stock options are awarded under our 2001 Stock Incentive
Plan to provide an incentive for longer-term performance. See "Option Plan"
above.

      To further promote long term performance and increased stockholder value,
each member of senior management eligible to participate in the compensation
programs described above is required to make an investment in shares of our
common stock in addition to any shares obtained through the exercise of stock
options.

                                CEO Compensation

      Mr. Kuhn, our CEO during 2004, was compensated under the terms of his
employment agreement with us. See "Employee Agreements" above. In developing Mr.
Kuhn's compensation, the Compensation Committee considered Mr. Kuhn's prior
performance as CEO and his prior experience in the petroleum marketing industry.
The Compensation Committee also considered Mr. Kuhn's contributions with respect
to the company's significant capital expenditure program, including its
re-imaging program, as well as his management of us in recent periods under
difficult business conditions.

                                   Tax Policy

      If an executive officer's compensation were to exceed $1 million in any
taxable year (which the Compensation Committee does not now expect), the excess
over $1 million, with certain exceptions, would not be deductible by us, under
Section 162(m) of the Internal Revenue Code of 1986, as amended. The
Compensation Committee is aware of this rule, and will take it into account if
the $1 million limit is ever applicable. One exception to the disallowance of
such deductions under Section 162(m) involves compensation paid pursuant to
stockholder-approved compensation plans that are performance-based. The 2001
Stock Incentive Plan contains provisions that are intended to cause grants of
stock options under such plan to be eligible for this performance-based
exception (so that compensation upon exercise of such options should be
deductible under the Internal Revenue Code of 1986, as amended).

THE COMPENSATION COMMITTEE

/s/ Steven B. Gruber
/s/ Rowan G. P. Taylor

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      We have one class of common stock outstanding and no preferred stock
outstanding. The following table sets forth certain information regarding the
beneficial ownership of our common stock as of March 15, 2005, by:

      -     each person known by us to own beneficially more than 5% of the
            outstanding shares of our common stock;

      -     each of our directors;

      -     each of the executive officers named in the table under "Management
            - Compensation of Executive Officers - Summary Compensation Table";
            and

      -     all directors and executive officers as a group.

                                       7

<PAGE>

<TABLE>
<CAPTION>
                                                                NUMBER OF SHARES OF     PERCENT OF
                                                                   COMMON STOCK         OUTSTANDING
        NAME AND ADDRESS OF BENEFICIAL OWNER (1)                   OWNERSHIP (2)     COMMON STOCK (2)
--------------------------------------------------------------  -------------------  ----------------
<S>                                                             <C>                  <C>
Oak Hill Capital Partners, L.P................................       4,084,253             58.9%
Oak Hill Capital Management Partners, L.P.....................         104,724              1.5
      201 Main Street, Suite 2415
      Fort Worth, TX  76102
Olympus Growth Fund III, L.P..................................         797,796             11.5
Olympus Executive Fund, L.P...................................           5,356              0.1
      Metro Center
      One Station Place
      Fourth Floor North Tower
      Stamford, CT 06902-6876
UBS Capital Americas II, LLC..................................         834,646             12.0
TA Private Client Investment, LLC.............................         377,953              5.5
      299 Park Avenue
      New York, NY 10171
Edwin P. Kuhn.................................................         104,265              1.5
Timothy L. Doane..............................................          55,584                *
James W. George...............................................          56,220                *
Michael H. Hinderliter........................................          54,223                *
Joseph A. Szima...............................................          18,253                *
Robert J. Branson.............................................              -                 -
Michael Greene................................................              -                 -
Steven B. Gruber..............................................              -                 -
Louis J. Mischianti...........................................              -                 -
Rowan G. P. Taylor............................................              -                 -
(All directors and officers as a group (10 persons))..........         288,545              4.1
</TABLE>

(1)   Unless otherwise indicated, the address for each person listed in the
      table is care of TravelCenters of America, Inc., 24601 Center Ridge Road,
      Suite 200, Westlake, Ohio 44145-5634

(2)   Reflects beneficial ownership of common stock assuming the exercise by the
      listed stockholder of any options or warrants to purchase common stock
      owned by such stockholder to the extent currently exercisable or
      exercisable within 60 days of March 15, 2005.

      * The percentage of shares beneficially owned is less than one percent of
the outstanding number of shares.

      Summary of Equity Compensation Plans. The following table sets forth
information about all of our equity compensation plans in effect as of December
31, 2004, which consisted solely of the 2001 Stock Incentive Plan, which plan
was approved by our stockholders during 2001. All of our equity compensation
plans currently in effect have been approved by our stockholders.

                                       8

<PAGE>

                      Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                                                                   (C)
                                                                                Number of
                                                                               securities
                                                                                remaining
                                                (A)              (B)          available for
                                             Number of        Weighted-      future issuance
                                          securities to be     average        under equity
                                            issued upon     exercise price    compensation
                                            exercise of     of outstanding  plans (excluding
                                            outstanding        options,        securities
                                         options, warrants     warrants       reflected in
           Plan Category                     and rights       and rights       column (A))
---------------------------------------  -----------------  --------------  ----------------
<S>                                      <C>                <C>             <C>
Equity compensation
plans approved by
stockholders...........................       939,375       $        31.75                 -
Equity compensation plans
  not approved by
  stockholders.........................            -                    -                  -
Total..................................       939,375       $        31.75                 -
</TABLE>

CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

THE STOCKHOLDERS' AGREEMENT

      We, Oak Hill, a group of institutional investors, which we refer to as the
Other Investors, Freightliner LLC and some members of our management team
entered into a stockholders' agreement. At the time of the merger, the Other
Investors were Olympus Growth Fund III, L.P., Olympus Executive Fund, L.P.,
Monitor Clipper Equity Partners, L.P., Monitor Clipper Equity Partners
(Foreign), L.P., UBS Capital Americas II, LLC, Credit Suisse First Boston LFG
Holdings 2000, L.P. and Credit Suisse First Boston Corporation, each of whom is
an affiliate of certain of our former shareholders. Since that time, certain of
these investors have sold their shares to other investors, including affiliates
of certain of the Other Investors. Such sales of our shares are not frequent but
could occur in the future. New stockholders are required to enter into the
stockholders' agreement. The stockholders' agreement provides that:

      -     other than in connection with transfers described below or permitted
            transfers among certain Other Investors or to affiliates and for
            estate purposes, the stockholders (other than Oak Hill) cannot
            transfer shares prior to the earlier of:

            -     November 14, 2001, and

            -     an initial public offering of our common stock;

      -     following the expiration of the initial holding period described
            above but prior to the earlier of the (1) initial public offering of
            our common stock and (2) November 14, 2007, we will have the right
            of first purchase for any shares that any stockholder (other than
            Oak Hill or the management stockholders) proposes to transfer, other
            than transfers described below or certain permitted transfers; and

                                       9

<PAGE>

            -     if we do not exercise our right to purchase the shares, then
                  each stockholder will have the right to purchase its pro rata
                  portion of the remaining offered shares; and

            -     if each stockholder does not fully exercise its right to
                  purchase its pro rata portion of the remaining shares, then
                  Oak Hill, and any transferee thereof who agrees to be bound by
                  the terms of the stockholders' agreement, we will have the
                  right to purchase all, but not less than all, of the remaining
                  offered shares;

      -     during the period following the expiration of the initial holding
            period described above but prior to the initial public offering of
            our common stock, if any management stockholder proposes to transfer
            any shares, other than in connection with transfers described below
            or certain permitted transfers and the transfer of shares to us by
            members of management when the person's employment with us
            terminates or for estate purposes, then the other management
            stockholders will have the right of first refusal to purchase the
            shares; and

            -     if each management stockholder does not exercise its right to
                  purchase its pro rata portion of the shares, then we will have
                  the right to purchase the remaining offered shares; and

            -     if we do not exercise our right to purchase all of the
                  remaining shares then each stockholder (other than management
                  stockholders) will have the right to purchase its pro rata
                  portion of the remaining offered shares; and

            -     if each other stockholder does not exercise its right to
                  purchase its pro rata portion of the remaining shares, then
                  Oak Hill, and any transferee thereof who agrees to be bound by
                  the terms of the stockholders' agreement, will have the right
                  to purchase all, but not less than all, of the remaining
                  offered shares;

      -     if Oak Hill transfers more than 10% of the total outstanding shares
            of our common stock to a party (other than to a controlled
            affiliate), the other stockholders have the right to transfer shares
            pro rata to the third party on the same terms and conditions as Oak
            Hill;

      -     Oak Hill has the right to require the other stockholders to transfer
            a pro rata percentage of their stock to any third party in a
            transaction involving the acquisition of control of the total
            outstanding shares of our common stock by a third party on the same
            terms and conditions as Oak Hill;

      -     Freightliner continues to have a right of first refusal in
            connection with any proposed sale of TravelCenters of America to
            certain truck manufacturers;

      -     at any time from time to time on or after the date 180 days (or a
            greater number of days, not to exceed 365 days, as Oak Hill and its
            affiliates may agree with the underwriters for the initial public
            offering) after an initial public offering of our common stock,
            stockholders, other than management stockholders, who own at least
            4% of the total issued and outstanding shares of our common stock at
            the time the stockholders agreement is entered into, will each have
            the right to demand a registration of their shares, under certain
            circumstances described in the stockholders' agreement;

      -     following an initial public offering of our common stock,
            stockholders will be entitled to piggyback registration rights until
            the later of the time (1) their shares are eligible for transfer
            without restriction under Rule 144 of the Securities Act and (2) the
            second anniversary of the consummation of the initial public
            offering; but the number of shares included by each shareholder may
            be reduced if the total number of shares of our common stock to be
            included in the registered offering by the underwriter of the
            offering is limited;

      -     the stockholders have the right to purchase a pro rata share in
            connection with other issuances of shares to our stockholders and
            their affiliates;

                                       10

<PAGE>

      -     the stockholders may not publicly sell their shares during the seven
            days prior to and the 180 days (or a greater number of days as Oak
            Hill may agree with the underwriters) following any underwritten
            registration of our common stock, unless the managing underwriters
            consent, in which case the stockholders will be permitted to sell
            their shares on a pro rata basis;

      -     the stockholders vote together to assure the following with respect
            to us:

            -     the authorized number of directors of our board of directors
                  will consist of at least seven directors;

            -     for so long as Oak Hill continues to own any shares of our
                  common stock and Oak Hill, Freightliner and certain of the
                  Other Investors continue to own two-thirds of their shares of
                  our common stock, the stockholders will have the right to
                  designate nominees to serve on our board of directors and Oak
                  Hill will have the right to nominate a majority of our board
                  of directors; and

            -     unless otherwise agreed by our board of directors, the board
                  of directors of each of our subsidiaries will be identical to
                  our board of directors; and

      -     so long as certain of the Other Investors and their affiliates
            continue to own at least two-thirds of their shares of our common
            stock or one-third of their collective amounts of shares of our
            common stock, such Other Investors will have observer rights for all
            meetings of our board of directors, reasonable access to consult and
            advise our management and rights to inspect our books and records.

      Since September 16, 2002, Freightliner, without waiving its future rights
under the Stockholders' Agreement, has elected not to designate a nominee to
serve on our board of directors and instead has been granted observer rights for
all meetings of our board of directors.

INDEMNIFICATION UNDER RECAPITALIZATION AGREEMENT AND PLAN OF MERGER

      In connection with the recapitalization agreement and plan of merger, we
have agreed to indemnify certain of our stockholders and any person who was one
of our officers or directors for any losses caused by TCA Acquisition
Corporation, Oak Hill or Oak Hill Capital Management Partners breaching any
representation, warranty or covenant made by any of them in the recapitalization
agreement and plan of merger. We have agreed to indemnify Oak Hill and its
affiliates, stockholders, partners, officers, directors and employees from any
losses resulting from a breach of any of our representatives, warranties or
covenants in the recapitalization agreement and plan of merger.

TRANSACTIONS AND RELATIONSHIPS WITH INVESTORS

      The offering in 2000 relating to 190,000 units, consisting of Senior
Subordinated Notes due 2009 with an aggregate face amount of $190.0 million and
warrants exercisable for an aggregate of 277,165 shares of common stock,
included the offering to Oak Hill Securities Fund, L.P. ("OHSF") and Oak Hill
Securities Fund II, L.P. ("OHSF II," together with OHSF and other affiliates,
"Oak Hill Securities") of an aggregate of 10,500 units. Oak Hill Securities
purchased these units from the initial purchasers at a purchase price of $941.29
per unit. The units purchased by Oak Hill Securities are identical to the other
units sold in the offering. Oak Hill Securities agreed with the initial
purchasers that, except for the exchange offer, it will not sell, transfer or
otherwise dispose of or transfer any of the units, notes or the warrants that it
purchased for a period of three months from the date of purchase without the
consent of the initial purchasers. In addition, in connection with the 2004
Refinancing, Oak Hill Securities purchased $50.0 million of the term loan
facility from the co-lead arrangers at a purchase price of 99%. The initial
purchasers and the co-lead arrangers purchased from us the number of units and
the portion of the term loan facility that was sold to Oak Hill Securities at
the same price as the units and portion of the term loan facility that was sold
to Oak Hill Securities.

      OHSF and OHSF II are Delaware limited partnerships that acquire and
actively manage a diverse portfolio of primarily debt investments, principally
in leveraged companies. The principals of Oak Hill Advisors, Inc., the adviser
to OHSF, and the principals of Oak Hill Advisors, L.P., the adviser to OHSF II,
may from time to time play an advisory and consulting role in connection with
the activities of Oak Hill and have an indirect limited partnership interest in
Oak Hill and its general partner. In addition, the principals of Oak Hill
Capital Management may from

                                       11

<PAGE>

time to time play an advisory and consulting role in connection with the
activities of OHSF and OHSF II and have an indirect limited partnership interest
in OHSF and OHSF II and their general partners.

TRANSACTIONS WITH OFFICERS

      Some members of our senior management have purchased, at various times,
our common stock under management subscription agreements. As of December 31,
2004, we have issued to Edwin P. Kuhn, Timothy L. Doane, James W. George,
Michael H. Hinderliter and Joseph A. Szima, 33,201; 15,060; 18,192; 18,692, and
4,484 shares of common stock, respectively, under management subscription
agreements. We refer to these shares of common stock as the management shares.

      For the purchase of certain of the management shares, each of the members
of senior management who entered into the management subscription agreement also
received financing from us for no more than one-half of the purchase price of
the management shares. In connection with the financing, each executive executed
a note in favor of us and a pledge agreement. The notes for the named executives
total $289,570 in principal amount, and are payable by the following named
executives in the indicated principal amount as follows: Edwin P. Kuhn, $77,260;
Timothy L. Doane, $57,950; James W. George, $57,950; Michael H. Hinderliter,
$57,950 and Joseph A. Szima, $38,640.

      Interest accrues at an annual rate of 4.76% of each of Messrs. Kuhn,
George and Hinderliter and at an annual rate of 6.01% for each of Messrs. Doane
and Szima, 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:

      -     the date of cessation of employment of the employee;

      -     the date the employee is no longer the owner of the particular
            management shares; or

      -     the tenth anniversary of the note executed by the executive.

      We will continue to maintain these loans with senior management and in
2000 extended the term of the loans beyond the original term to an extension of
the lesser of five years or 50% of the original term of the loan.

OUR OBLIGATION TO REPURCHASE MANAGEMENT'S EQUITY INTERESTS IN US

      Some of our management employees have rights to require us to repurchase
the employee's equity interest at fair market value, plus the net value of
vested optioned shares, less the balance on any loans due, upon the employees
termination of employment due to death, disability or scheduled retirement.
Repurchase will generally be for cash at fair market value on the date of
termination if termination is due to death or disability or scheduled retirement
at or after age 62, or for cash in installments over a period of years at fair
market value each year if termination is due to scheduled retirement prior to
age 62, except that any of our shares obtained through exercising options must
be held by the management employees for at least six months before we can be
required to repurchase them. With respect to Edwin P. Kuhn, if termination is
due to scheduled retirement, we will, at the election of Mr. Kuhn, repurchase
that portion of his equity interest on his retirement date that is attributable
to shares of our common stocked then owned by Mr. Kuhn, less the balance due on
any loans outstanding between us and Mr. Kuhn on his scheduled retirement date.
Thereafter, Mr. Kuhn has the right to require us to purchase, at the fair market
value at the time of such purchase, the balance of his equity interest as
follows: up to 50% of all then exercisable equity interests on or after the
6-month anniversary of his scheduled retirement, and up to 100% of all then
exercisable equity interests on or after the 18-month anniversary of his
scheduled retirement. If there is a change of control of the company which
involves the sale by stockholders of their equity interest to a third party
during the time that installments are being paid to the management employees, we
will accelerate the installment payments at the time of the closing of the
change of control. In other cases of termination of employment, we will have
call rights at fair market value that generally will be exercised for cash,
although in limited circumstances the call rights may be exercised by promissory
note issued by us. In all cases, repurchase rights are restricted under law,
credit agreements, financing documents and other contracts, and our board's good
faith determination that repurchases would not cause undue financial strain on
us. The Senior Credit Facility and the indenture for the notes place limits on
our ability to repurchase the management shares.

                                       12

<PAGE>

PRINCIPAL ACCOUNTING FEES AND SERVICES

      The following table sets forth information concerning the fees billed for
each month of the last two fiscal years by our principal accounting firm. All
accounting and auditing fees we incur are pre-approved by our Audit and
Compliance Committee. For tax services, a blanket pre-approval is provided for
periodic consultations up to a limit of $25,000; separate approval is required
for larger projects and/or projects that exceed the $25,000 threshold when
aggregated with prior projects.

<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                                 ----------------------------
                                                                    2003           2004
                                                                 -----------   --------------
<S>                                                              <C>           <C>
Audit fees...................................................    $   295,000   $      383,550
Audit-related fees(1)........................................    $   129,850   $        9,100
Tax fees(2)..................................................    $    55,900   $       10,000
Other fees...................................................    $         -   $            -
</TABLE>

(1)   Audit-related fees for 2003 primarily related to services provided with
      respect to research, consultation and document reviews as part of our
      responses to questions of the staff of the SEC stemming from their review
      of our Form 10-K for the year ended December 31, 2002, as well as audit
      procedures related to the subsequent restatement of our financial
      statements for the year ended December 31, 2002. Fees were also billed in
      2003 with respect to research and consultations related to specific
      technical accounting matters we were investigating. Audit-related fees for
      2004 primarily related to services provided with respect to research and
      consultations related to specific technical accounting matters we were
      investigating. All audit-related services were pre-approved by the Audit
      and Compliance Committee.

(2)   Tax fees for 2003 were primarily related to services provided with respect
      to research and consultations regarding doing business in Canada,
      including structuring of legal entities, capitalization matters,
      assistance preparing Canadian tax returns, and ongoing tax compliance
      matters. Fees were also billed with respect to research and consultations
      related to specific matters we were investigating, primarily with respect
      to state income tax matters. Tax fees for 2004 primarily related to
      services provided with respect to research and consultations regarding
      structuring of legal entities and state income tax matters. All tax
      services were pre-approved by the Audit and Compliance Committee.

                                       13