<PAGE>

                                                                    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:

<TABLE>
<CAPTION>
NAME                        AGE                    POSITION
----                        ---                    --------
<S>                         <C>        <C>
Edwin P. Kuhn . . . . . .    55        President, Chief Executive Officer and
                                        Director

James W. George . . . . .    46        Senior Vice President, Chief Financial
                                        Officer and Secretary

Timothy L. Doane  . . . .    40        Senior Vice President

Michael H. Hinderliter. .    48        Senior Vice President

Steven C. Lee . . . . . .    34        Vice President, General Counsel and
                                        Assistant Secretary

Walter E. Smith, Jr . . .    57        Director

Margaret M. Eisen . . . .    44        Director

Robert B. Calhoun, Jr . .    55        Chairman of the Board of Directors and
                                        Director

Eugene P. Lynch . . . . .    36        Director

Louis J. Mischianti . . .    38        Director

Rolf H. Towe. . . . . . .    59        Director

Harrison T. Bubb. . . . .    58        Director
</TABLE>

     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.


                                       1

<PAGE>

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.

     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.

     Walter E. Smith, Jr. has been a Director of the Company since July 1995.
Mr. Smith has operated travel centers under franchises from National or TA
since 1993. Mr. Smith is a director of Citrus Financial Services, Inc., a
bank holding company in Vero Beach, FL, and the chief executive officer of
four separate private corporations which operate TA travel centers.

     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>

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, 1997 (the "Named Executive Officers") for services
rendered to the Company and its subsidiaries for 1997, 1996 and 1995.

                              SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                 Long-Term
                                                                        Annual Compensation     Compensation
                                                                      ----------------------    ------------
                                                                                                 Securities       All Other
                                                                                                 Underlying        Compen-
              Name and Principal Position                   Year     Salary($)    Bonus($)(1)    Options(#)       sation($)(2)
              ---------------------------                   ----     ---------    -----------   ------------     -------------
<S>                                                         <C>      <C>          <C>           <C>              <C>
Edwin P. Kuhn . . . . . . . . . . . . . . . . . . . .       1997      325,000      162,500           -               4,243
     President, Chief Executive Officer and Director(3)     1996      230,000       92,000           -               4,204
                                                            1995      220,000       88,000           -               2,165

James W. George . . . . . . . . . . . . . . . . . . .       1997      210,000      105,000           -               4,241
     Senior Vice President, Chief Financial Officer and     1996      144,000       57,600           -                 360
     Secretary (4)                                          1995      136,500       54,600           -                 348

Michael H. Hinderliter  . . . . . . . . . . . . . . .       1997      210,000      105,000           -               4,953
     Senior Vice President (4)                              1996      144,000       57,600           -                 360
                                                            1995      136,500       54,600           -                 348

Timothy L. Doane  . . . . . . . . . . . . . . . . . .       1997      210,000      105,000           -                 529
     Senior Vice President (4)(5)                           1996      138,000       55,200           -                 348
                                                            1995       86,666       34,666           -                 216

C. William Osborne  . . . . . . . . . . . . . . . . .       1997       22,038            -           -                   -
     President, Chief Executive Officer and Director(6)     1996      264,452       26,445           -               1,235
                                                            1995      257,500       20,214           -               1,152
</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 $3,424 in 1997, $3,628 in 1996, and $1,613 in 1995, reflecting his
     use of a Company automobile.  Messrs. George's, and Hinderliter's amounts
     include $3,712, and $4,424, respectively, for their use of Company
     automobiles in 1997.

(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. Doane has been employed by the Company since May 1995.

(6)  In 1997, Mr. Osborne received severance and consulting payments of
     $176,300.

     Mr. Steven C. Lee began employment with the Company in December 1997,
and was elected as Vice President, General Counsel and Assistant Secretary
effective December 17, 1997.


                                       3

<PAGE>
     OPTION GRANTS.

     The following table sets forth certain information regarding stock
options granted in 1997 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 1997 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.

                         OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
                                                                                                           POTENTIAL
                                                                                                      REALIZABLE VALUE AT
                                                                                                        ASSUMED ANNUAL
                                                                                                        RATES OF STOCK
                                                                                                             PRICE
                                                                                                       APPRECIATION FOR
                                                       INDIVIDUAL GRANTS                                  OPTION TERM
                              ----------------------------------------------------------------       --------------------
                              NUMBER OF      PERCENT OF
                              SECURITIES   TOTAL OPTIONS
                              UNDERLYING     GRANTED TO
                               OPTIONS      EMPLOYEES IN   EXERCISE PRICE OF
           NAME                GRANTED      FISCAL YEAR        OPTIONS           EXPIRATION DATE        5%          10%
          ------             -----------   -------------   -----------------    -----------------    -------      -------
<S>                          <C>           <C>             <C>                  <C>                  <C>          <C>
Edwin P. Kuhn                  31,000          19.9%           $20.00           December 31, 2006    156,296      237,563
James W. George                18,000          11.6%           $20.00           December 31, 2006     90,753      137,940
Michael H. Hinderliter         18,000          11.6%           $20.00           December 31, 2006     90,753      137,940
Timothy L. Doane               18,000          11.6%           $20.00           December 31, 2006     90,753      137,940
</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;
Mr. Doane, 7,364, 7,773, and 8,263 options; and Mr. Osborne, 25,175, 26,573
and 28,252 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.  Fifty percent of each of the
Series I, II and III options have vested with respect to Mr. Osborne;
however, all of such options have been canceled.  See "--Termination,
Consulting and Release Agreement with C. William Osborne."  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

                                       4
<PAGE>

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 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, 1997 held by the Named Executive
Officers.

              AGGREGRATED 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 1997 YEAR-END (#)             AT 1997 YEAR-END ($)
                 NAME                     (#)(1)        ($)(1)      EXERCISABLE/UNEXERCISABLE(2)   EXERCISABLE/UNEXERCISABLE(2)(3)
                 ----                   -----------    --------     ----------------------------   -------------------------------
<S>                                     <C>            <C>          <C>                            <C>
                                             -            -                 69,539 / -                    345,382 / -
Edwin P. Kuhn . . . . . . . . . . . .

James W. George . . . . . . . . . . .        -            -                 41,359 / -                    209,586 / -

Michael H. Hinderliter  . . . . . . .        -            -                 41,359 / -                    209,586 / -

Timothy L. Doane  . . . . . . . . . .        -            -                 34,058 / -                    160,442 / -

C. William Osborne  . . . . . . . . .        -            -                      - / -(4)                       _ / -(4)
</TABLE>

---------------------
(1)  No options were exercised by any Named Executive Officer in 1997.

(2)  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.

(3)  Based on a stock price of $23.25 per share.

(4)  All options of Mr. Osborne, 50% vested at December 31, 1996, have been
     canceled.

COMPENSATION OF DIRECTORS

     In September 1996, the Company's Board of Directors unanimously agreed
to waive all Board of Directors retainers and meeting fees. Beginning in
1997, each non-employee director will be granted, subject to being disclaimed
by such directors, 1,250 stock options each year pursuant to the 1997 Stock
Plan, although there is no assurance such an arrangement will continue in the
future. 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:


                                       5

<PAGE>

     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 25% of base salary for 1997 and 12.5% of base salary for 1998 (the
"Guaranteed Bonuses"); participation in Company employee benefit plans; and
certain fringe benefits.

     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."

TERMINATION, CONSULTING AND RELEASE AGREEMENT WITH C. WILLIAM OSBORNE

     The Company has entered into a Termination, Consulting and Release
Agreement with C. William Osborne, former President and Chief Executive
Officer of the Company on the principal terms and conditions described below
as of January 17, 1997 (the "Termination Agreement").

     Mr. Osborne resigned from all positions and directorships with the
Company and its affiliates and was entitled to continued base salary through
January 31, 1997, 1996 fiscal year bonus (10% of annual base salary), any
vested benefits under the Company's retirement or group health plans and
reimbursement for up to six months of outplacement services.

     Mr. Osborne was retained as a consultant from February 1, 1997 (the
"Initial Payment Date") through January 31, 1998 (the "Final Payment Date"),
in consideration for payment on February 28, 1997 of $176,300, continued
medical coverage for up to one year, and severance of $88,150 on the Final
Payment Date.

     Certain stock options held by Mr. Osborne under the Company's 1993 Stock
Plan were canceled without consideration.  The Series I options were canceled
for the right to receive (i) on or about the Initial Payment Date, (x) the
product of $13.00 and the number of shares of Common Stock into which the
Series I options held by Mr. Osborne could be converted minus (y) the option
exercise price and (ii) on the Final Payment Date, the product of $2.69 and
such number of shares.  Shares of Common Stock held by Mr. Osborne or by his
transferees were purchased by the Company for (i) an amount payable on or
about the Initial Payment Date equal to the product of $10.00 and such number
of shares and (ii) an amount payable on the Final Payment Date equal to the
product of $5.69 and such number of shares.


                                       6

<PAGE>

     The outplacement service reimbursements and all deferred payments were
conditioned upon Mr. Osborne's service as a consultant not being terminated
for "cause" (as defined in the Termination Agreement).  Mr. Osborne also
executed a general release of claims and covenants regarding confidentiality,
non-solicitation of employees or clients and non-disparagement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     As of April 1997, the members of the Executive Compensation Committee of
the Board of Directors were Robert B. Calhoun, Jr., Louis J. Mischianti and
Rolf H. Towe.  Hugh D. Schmieder, Bruce D. Dorbeck, Walter M. Cain and Louis
J. Mischianti served as members of the Executive Compensation Committee of
the Board of Directors during fiscal year 1996 and through April 1997.
Messrs. Schmieder, Dorbeck and Cain are former Directors of the Company, each
of whom resigned in April 1997. Mr. Schmieder was an Operator of three travel
centers and is a Franchisee-Owner with respect to one travel center. Mr.
Dorbeck was an Operator of one travel center and a lessee (but not a
franchisee) of an additional travel center. During fiscal year 1996, Mr. Cain
was employed by GMIMC, the investment advisor to First Plaza, but resigned as
of April 1997. 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, 1997,
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 211,170 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.


                                       7

<PAGE>

     The following table sets forth the number of shares of capital stock of
the Company beneficially owned, as of February 15, 1998, 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 . . . . . . . . .          417,500(2)               Common                   65.9%
     770 Broadway
     New York, NY 10003

Clipper Capital Associates, L.P.(3) . . . . . . . . . . .        4,661,702                  Common(4)                 88.0
     650 Madison Avenue                                          2,594,876                  Series I Preferred(5)    100.0
     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 . . . . . . . . . . . . . . . . . . . . .          478,680                  Common(6)                 45.2
     299 Park Avenue                                               425,000                  Series I Senior           15.9
     New York, NY 10171

First Plaza Group Trust . . . . . . . . . . . . . . . . .        3,945,391                  Common(7)                 86.2
     c/o Mellon Bank, N.A.                                       2,044,750                  Series I Preferred(8)     78.8
     One Mellon Bank Center                                      1,800,000                  Series I Senior(8)        67.1
     Pittsburgh, PA 15258

Olympus Private Placement Fund, L.P.  . . . . . . . . . .          494,039                  Common(9)                 43.8
     Metro Center                                                  277,500                  Series I Preferred(10)    10.7
     One Station Place                                             200,000                  Series I Senior            7.5
     Stamford, CT 06902

The Travelers Indemnity Company . . . . . . . . . . . . .          200,000                  Common(11)                24.0
     One Tower Square                                              200,000                  Series I Senior            7.5
     Hartford, CT 06183

Barclays U.S.A., Inc. . . . . . . . . . . . . . . . . . .          222,866                  Common(12)                26.9
     600 Fifth Avenue                                              185,000                  Series I Preferred(13)     7.1
     New York, NY 10020

Merchant Truckstops, L.P.(14) . . . . . . . . . . . . . .          211,170                  Common(15)                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,
     1998.

(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 62,298 shares of
     Series I Preferred and 37,474 shares of Series I Senior and is the general
     partner of four limited partnerships that are the record owners of the
     remainder of these shares: (i) National Partners I, L.P. ("National I"),
     (ii) National Partners II, L.P. ("National II"), (iii) National Partners
     III, ("National III") and (iv) Clipper/Merchant. CCA thus may be said to
     beneficially own all such shares owned by these four 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.

                                       8
<PAGE>

(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: 62,298 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 II: 186,869 shares
     of Series I Preferred, (iv) National III: 280,304 shares of Series I
     Preferred and (v) Clipper Merchant: 1,237,374 shares of Series II Preferred
     and 934,344 shares of Series II Senior. As of February 15, 1998, a combined
     total of only 211,170 shares of the two Series II classes held by
     Clipper/Merchant were convertible, as described above. For further
     discussion of National I, National II, National III and Clipper/Merchant
     see footnotes 8, 10, 13 and 14 below.

(5)  See footnote 4 above.

(6)  Includes 53,680 shares of Common Stock held of record 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, 2,044,750 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, 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, 277,500 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, 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) Includes 26,840 shares of Common Stock held by an affiliate, 11,026 shares
     of Common Stock that could be issued upon exercise of warrants held by an
     affiliate, and 185,000 shares of Common Stock that could be issued upon
     conversion of Series I Preferred. For further discussion of Barclays' share
     ownership, see footnote 13 below.

(13) Barclays, as limited partner of National II and under National II's
     partnership agreement, may be deemed to beneficially own 185,000 shares of
     Series I Preferred held of record by National II. Barclays disclaims
     beneficial ownership of all such shares, except to the extent of any
     pecuniary interest it may have therein.

(14) 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.

(15) Includes 211,170 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, 1997, as described above.


                                       9

<PAGE>

DIRECTORS AND OFFICERS

     The following table sets forth the number of shares of capital stock of
the Company beneficially owned, as of February 15, 1998, 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 . . . . . . . . . . . . . . . . . . .    84,991                  Common                           12.1%

James W. George . . . . . . . . . . . . . . . . . .    52,949                  Common                            7.8

Michael H. Hinderliter  . . . . . . . . . . . . . .    52,949                  Common                            7.8

Timothy L. Doane  . . . . . . . . . . . . . . . . .    41,785                  Common                            6.3

Walter E. Smith, Jr.(2) . . . . . . . . . . . . . .    50,000                  Common                            7.9

Margaret M. Eisen . . . . . . . . . . . . . . . . .         -                  -                                   -

Robert B. Calhoun, Jr.  . . . . . . . . . . . . . . 4,661,702                  Common(3)                        88.0
                                                    2,594,876                  Series I Preferred(3)           100.0
                                                    1,237,374                  Series II Preferred(3)          100.0
                                                    1,855,656                  Series I Senior(3)               69.2
                                                      934,344                  Series II Senior(3)             100.0

Eugene P. Lynch . . . . . . . . . . . . . . . . . .         -                  -                                   -

Louis J. Mischianti . . . . . . . . . . . . . . . .         -                  -                                   -

Rolf H. Towe  . . . . . . . . . . . . . . . . . . .         -                  -                                   -

Harrison T. Bubb  . . . . . . . . . . . . . . . . .         -                  -                                   -

(All directors and officers as a group (12
   persons))(2) . . . . . . . . . . . . . . . . . . 4,944,376                  Common                           90.2
                                                    2,594,876                  Series I Preferred              100.0
                                                    1,237,374                  Series II Preferred             100.0
                                                    1,855,656                  Series I Senior                  69.2
                                                      934,344                  Series II Senior                100.0

C. William Osborne(4) . . . . . . . . . . . . . . .         -                  -                                   -
</TABLE>

---------------
(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, 1998.

(2)  Walter E. Smith, Jr., a Director of the Company, owns 50,000 shares of
     Common Stock which are held pursuant to the Voting Trust Agreement. See
     footnote 2 to the previous table and "Certain Relationships and Related
     Transactions."

 (3) 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.

(4)  Mr. Osborne resigned from all of his  positions with the Company effective
     January 21, 1997.  All shares of Common Stock beneficially owned by Mr.
     Osborne were repurchased on February 28, 1997, pursuant to the terms of the
     Termination Agreement between the Company and Mr. Osborne.

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


                                      10

<PAGE>

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.

     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


                                      11

<PAGE>


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.

CERTAIN INDEBTEDNESS FORMERLY HELD BY STOCKHOLDERS AND RELATED TRANSACTIONS

     On the day the Refinancing transactions were finalized (the "Closing
Date"), immediately prior to the consummation of the Refinancing, First
Plaza, Olympus and Barclays Bank PLC (together with its affiliates,
"Barclays") owned $19.6 million, $3.2 million and $2.1 million in principal
amount, respectively, of National's Old Subordinated Notes and each owned,
individually (directly or through affiliates), more than 5% of at least one
class of the Company's capital stock. In connection with the issuance of
National's Old Subordinated Notes, the Company issued a total of 128,206
warrants exercisable at $0.01 per warrant for an equal number of shares of
Common Stock. First Plaza, Olympus and Barclays received 100,641, 16,539 and
11,026 warrants, respectively. Immediately prior to the Closing Date,
Clipper/Merban, L.P. ("Clipper/Merban"), an affiliate of Clipper, Union Bank
of Switzerland (together with its affiliates, "UBS") and Barclays held $6.0
million, $6.0 million and $3.0 million in principal amount, respectively, of
TA's Old Subordinated Notes and each owned, individually (directly or through
affiliates), more than 5% of at least one class of the Company's capital
stock. In connection with the issuance of TA's Old Subordinated Notes, the
Company issued a total of 80,520 shares of Common Stock, with 53,680 such
shares issued to UBS and 26,840 such shares issued to Barclays. In lieu of
receiving shares of Common Stock in connection with the issuance of the Old
Subordinated Notes to it, Clipper/Merban received a right to a contingent
payment upon early redemption of the TA Old Subordinated Notes held by it in
the amount necessary to cause the yield on its Old Subordinated Notes to
aggregate 14%. As part of the Refinancing, all outstanding indebtedness under
the Old Subordinated Notes was repaid in full, Clipper/Merban received a
payment equal to approximately $480,000 pursuant to its contingent payment
right described above and the warrants and Common Stock referred to above
remain outstanding.  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


                                      12

<PAGE>

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 and the time of the TA Acquisition. Clipper has also been
reimbursed from time to time by the Company for out of pocket expenses,
including legal fees. Upon the closing of the Transactions, the Company
reimbursed Clipper for approximately $137,000 in connection with Clipper's
payment for certain consulting services rendered to the Company and the
reimbursement of out of pocket expenses incurred in connection therewith by
Charles L. Dunlap, a former Director of the Company. Margaret M. Eisen, who
is employed by GMIMC, the investment advisor to First Plaza, and Louis J.
Mischianti, who is employed by an affiliate of Olympus, are Directors 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.

     On the Closing Date, immediately prior to the consummation of the
Refinancing, the Travelers Insurance Company (together with its affiliates,
"Travelers") owned, in the aggregate, $7.0 million and $20.0 million in
principal amount of TA's and National's Old Senior Notes, respectively, and
owned, in the aggregate, more than 5% of at least one class of the Company's
capital stock. The Old Senior Notes held by Travelers were exchanged by the
Company for Senior Notes as part of the Refinancing.  See Item 1-"The
Combination Plan, Capital Program and the Refinancing."

TRANSACTIONS WITH OPERATOR STOCKHOLDERS AND DIRECTOR

     As of December 31, 1997, Operators controlling 22 travel centers owned
an aggregate of 298,750 shares of the Company's Common Stock, which
represents approximately 4.8% 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.

     Walter E. Smith, Jr., a Director of the Company, is an Operator of four
travel centers.

TRANSACTIONS WITH OFFICERS

     As of December 31, 1997, the Company had issued to Edwin P. Kuhn, James
W. George, Timothy L. Doane and  Michael H. Hinderliter, 15,452, 11,590,
7,727, and 11,590, 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 $15 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.


                                      13

<PAGE>

     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 and Michael H.
Hinderliter, $57,950. 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 Mr. Doane, 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.

                                      14