<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 2

[X]                 ANNUAL REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                        Commission file number 333-52442

                         TRAVELCENTERS OF AMERICA, INC.
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                               36-3856519
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                       24601 Center Ridge Road, Suite 200
                             Westlake, OH 44145-5639
          (Address of principal executive offices, including zip code)

                                 (440) 808-9100
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of June 30, 2004, there were outstanding 6,939,498 shares of common stock,
par value $0.00001 per share. The outstanding shares of our common stock were
issued in transactions not involving a public offering. As a result, there is no
public market for our common stock.

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                                INTRODUCTORY NOTE

      This Amendment No. 2 on the Form 10-K/A is being filed to include the
consent of our independent auditors and to inform investors that we will not be
filing the separate financial statements of our former significant equity
investee, Simons Petroleum, Inc. On February 26, 2004, we filed Amendment No. 1
on the Form 10-K/A to restate certain amounts (See Note 3 to our consolidated
financial statements for a discussion of the restatement adjustments and the
changes resulting from the restatement) and to revise certain disclosures in,
and the presentation of, our consolidated financial statements for the years
ended December 31, 1998, 1999, 2000, 2001 and 2002. In that first amendment, we
undertook to include in a second amendment the fiscal year 2002 audited
financial statements of Simons as soon as they were available. Since the filing
of our Form 10-K/A on February 26, 2004, circumstances beyond our control, as
well as the subsequent sale of our interest in Simons, have rendered those
financial statements unobtainable by us. Consequently, we made a request to the
staff of the Securities and Exchange Commission that we not be required to
include those financial statements in our Form 10-K for the year ended
December 31, 2002. The staff of the SEC granted our request on July 1, 2004,
and, accordingly, the separate financial statements of Simons are not included
in this Form 10-K/A and will not be filed subsequently. Although the separate
financial statements of Simons are not being filed, summarized financial
information of Simons is included in footnote 19 of our audited financial
statements for the year ended December 31, 2002, which were included in the
Amendment No. 1 on the Form 10-K/A filed on February 26, 2004. On April 9, 2004,
we sold our interest in Simons. Consequently, Simons is no longer an equity
investee of ours.

AMENDED ITEMS

      We hereby amend the following items or other portions of our Annual Report
on Form 10-K for the year ended December 31, 2002, and/or Amendment No. 1
thereto, as set forth herein. No attempt has been made in this Amendment to
modify or update other disclosures presented in the original report on Form
10-K, and/or Amendment No.1 thereto. This Form 10-K/A does not reflect events
occurring after the filing of the Form 10-K, and/or Amendment No. 1 thereto, or
modify or update those disclosures affected by subsequent events. Accordingly,
this Form 10-K/A should be read in conjunction with our filings made subsequent
to the filing of the original Form 10-K.

      The amended item is as follows:

Item 15. Exhibits, Financial Statement Schedules and Exhibit Index.

      Item 15(d) related to the separate financial statements of significant
fifty percent or less owned persons is hereby deleted in its entirety. The list
of exhibits set forth in, and incorporated by reference from, the Exhibit Index
is amended to include as Exhibit 23.1 the consent of PricewaterhouseCoopers LLP,
which is filed herewith.

                                       2

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                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                TRAVELCENTERS OF AMERICA, INC.

         July 9,  2004          By: /s/  James W. George
      ----------------------        --------------------------------------------
                 (Date)             Name:  James W. George
                                    Title: Executive Vice President,
                                           Chief Financial Officer and Secretary

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the date indicated.

<TABLE>
<CAPTION>
            Signature                            Title                       Date
            ---------                            -----                       ----
<S>                           <C>                                        <C>
 /s/     Edwin P. Kuhn        Chairman of the Board of Directors         July 9, 2004
 ---------------------------    Chief Executive Officer
         Edwin P. Kuhn          (Principal Executive Officer)

 /s/    James W. George       Executive Vice President, Chief Financial  July 9, 2004
 ---------------------------    Officer and Secretary (Principal
        James W. George         Financial Officer and Principal
                                Accounting Officer)

 /s/   Robert J. Branson      Director                                   July 9, 2004
 ---------------------------
       Robert J. Branson

 /s/    Michael Greene        Director                                   July 9, 2004
 ---------------------------
        Michael Greene

 /s/   Steven B. Gruber       Director                                   July 9, 2004
 ---------------------------
       Steven B. Gruber

 /s/  Louis J. Mischianti     Director                                   July 9, 2004
 ---------------------------
      Louis J. Mischianti

 /s/  Rowan G. P. Taylor      Director                                   July 9, 2004
 ---------------------------
      Rowan G. P. Taylor
</TABLE>

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<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit
  Number                                              Exhibit
-----------   -----------------------------------------------------------------------------------------   -------------
<S>           <C>                                                                                         <C>
    2.1       Recapitalization Agreement and Plan of Merger dated as of May 31, 2000...................        (d)

    2.2       Amendment No. 1 to Recapitalization Agreement and Plan of Merger dated as of October 2,          (e)
              2000.....................................................................................

    3.1       Amended and Restated Certificate of Incorporation of TravelCenters of America, Inc.......        (e)

    3.2       Amended and Restated By-laws of TravelCenters of America, Inc............................        (g)

    3.3       Restated Certificate of Incorporation of TA Operating Corporation........................        (a)

    3.4       Amended and Restated By-laws of TA Operating Corporation.................................        (a)

    3.5       Amended and Restated Certificate of Incorporation of TA Licensing, Inc...................        (e)

    3.6       By-laws of TA Licensing, Inc. ...........................................................        (e)

    3.7       Certificate of Limited Partnership of TravelCenters Properties, L.P. ....................        (e)

    3.8       Agreement of Limited Partnership of TravelCenters Properties, L.P. ......................        (e)

    3.9       Certificate of Conversion from a Corporation to a Limited Liability Company of
              TravelCenters Realty, Inc. ..............................................................        (i)

    3.10      Certificate of Formation of TravelCenters Realty, L.L.C. ................................        (i)

    3.11      Operating Agreement of TravelCenters Realty, L.L.C. .....................................        (i)

    3.12      Certificate of Formation of TA Travel, L.L.C. ...........................................        (e)

    3.13      Operating Agreement of TA Travel, L.L.C. ................................................        (e)

    4.1       Indenture, dated as of November 14, 2000 by and among TravelCenters of America, Inc.,
              TA Operating Corporation, TA Travel, L.L.C., TA Licensing, Inc., TravelCenters
              Properties, L.P., TravelCenters Realty, Inc. and State Street Bank and Trust Company.....        (e)

    4.2       Form of 12 3/4% Senior Subordinated Note due 2009 (included in Exhibit 4.1)..............        (e)

    4.3       Exchange and Registration Rights Agreement, dated as of November 14, 2000 by and among
              TravelCenters of America, Inc., TA Operating Corporation, TA Travel, L.L.C., TA
              Licensing, Inc., TravelCenters Properties, L.P., TravelCenters Realty, Inc., Credit
              Suisse First Boston Corporation, Chase Securities Inc. and Donaldson, Lufkin & Jenrette
              Securities Corporation...................................................................        (e)

    4.4       Form of Warrant Certificate (included in Exhibit 10.21)..................................        (e)

    4.5       Form of Common Stock Certificate.........................................................        (f)

   10.1       Amended and Restated Credit Agreement dated as of November 14, 2000......................        (e)

   10.2       Stockholders' Agreement among TravelCenters of America, Inc., Oak Hill Capital
              Partners, L.P., Oak Hill Capital Management Partners, L.P., 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 America II, LLC, Credit Suisse
              First Boston LFG Holdings 2000, LLC and Freightliner LLC dated as of November 14, 2000...        (e)

   10.3       Operating Agreement of Freightliner Corporation and TA Operating Corporation dated as
              of July 21, 1999.........................................................................        (c)
</TABLE>

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<TABLE>
<CAPTION>
 Exhibit
  Number                                              Exhibit
-----------   -----------------------------------------------------------------------------------------   -------------
<S>           <C>                                                                                         <C>
   10.4       Amendment No. 1 to Operating Agreement of Freightliner LLC and TA Operating Corporation
              dated as of November 9, 2000.............................................................        (e)

   10.5       Agreement for Lease, dated as of September 9, 1999, among TA Operating Corporation,
              National Auto/Truckstops, Inc. and TCA Network Funding, LP...............................        (c)

   10.6       Lease Agreement, dated as of September 9, 1999, among TA Operating Corporation,
              National Auto/Truckstops, Inc. and TCA Network Funding, LP...............................        (c)

   10.7       Amendment No. 2, dated as of November 27, 2001, to Agreement for Lease among TCA
              Network Funding, LP and TA Operating Corporation.........................................        (h)

   10.8*      Employment Agreement, dated as of January 1, 2000, by and among TA Operating
              Corporation, TravelCenters of America, Inc. and Timothy L. Doane.........................        (e)

   10.9*      Employment Agreement, dated as of January 1, 2000, by and among TA Operating
              Corporation, TravelCenters of America, Inc. and James W. George..........................        (e)

   10.10*     Employment Agreement, dated as of January 1, 2000, by and among TA Operating
              Corporation, TravelCenters of America, Inc. and Michael H. Hinderliter...................        (e)

   10.11*     Employment Agreement, dated as of January 1, 2000, by and among TA Operating
              Corporation, TravelCenters of America, Inc. and Edwin P. Kuhn............................        (e)

   10.12*     Amendment No. 1 to Employment Agreement dated as of May 26, 2000, by and among TA
              Operating Corporation, TravelCenters of America, Inc. and Timothy L. Doane...............        (e)

   10.13*     Amendment No. 1 to Employment Agreement dated as of May 26, 2000, by and among TA
              Operating Corporation, TravelCenters of America, Inc. and James W. George................        (e)

   10.14*     Amendment No. 1 to Employment Agreement dated as of May 26, 2000, by and among TA
              Operating Corporation, TravelCenters of America, Inc. and Michael H. Hinderliter.........        (e)

   10.15*     Amendment No. 1 to Employment Agreement dated as of May 26, 2000, by and among TA
              Operating Corporation, TravelCenters of America, Inc. and Edwin P. Kuhn..................        (e)

   10.16*     Employment Agreement, dated as of January 1, 2002, by and among TA Operating
              Corporation, TravelCenters of America, Inc. and Steven C. Lee............................        (i)

   10.17*     Amendment No. 2 to Employment Agreement, dated as of December 31, 2002, by and among TA
              Operating Corporation, TravelCenters of America, Inc. and Edwin P. Kuhn..................        (i)

   10.18*     Success Bonus Letter.....................................................................        (d)

   10.19      Warrant Agreement dated as of November 14, 2000 between TravelCenters of America, Inc.
              and State Street Bank and Trust Company, as warrant agent................................        (e)

   10.20      Contingent Warrant Escrow Agreement dated as of November 14, 2000 between TravelCenters
              of America, Inc. and State Street Bank and Trust Company, as warrant escrow agent........        (e)

   10.21*     Form of Management Subscription Agreement................................................        (a)

   10.22*     Schedule of Management Subscription Agreements omitted pursuant to Instruction 2 to              (b)
              Item 601 of Regulation S-K...............................................................

   10.23*     Form of Management Note..................................................................        (b)

   10.24*     Schedule of Management Notes omitted pursuant to Instruction 2 to Item 601 of
              Regulation S-K...........................................................................        (b)
</TABLE>

                                       5

<PAGE>

<TABLE>
<CAPTION>
 Exhibit
  Number                                              Exhibit
-----------   -----------------------------------------------------------------------------------------   ------------
<S>           <C>                                                                                         <C>
   10.25*     2001 Stock Incentive Plan of TravelCenters of America, Inc. .............................        (h)

   10.26*     Form of 2001 Stock Incentive Plan - Nonqualified Stock Option Agreement..................        (h)

   21.1       List of Subsidiaries of TravelCenters of America, Inc....................................        (i)

   23.1       Consent of PricewaterhouseCoopers LLP....................................................         +

   31.1       Section 302 Certification of Chief Executive Officer.....................................         +

   31.2       Section 302 Certification of Chief Financial Officer.....................................         +

   32.1       Section 906 Certification of Chief Executive Officer.....................................         +

   32.2       Section 906 Certification of Chief Financial Officer.....................................         +

   99.1       Information Required by Part III of Form 10-K............................................        (i)
</TABLE>

(a)      Incorporated by reference to exhibits filed with our Annual Report on
         Form 10-K for the year ended December 31, 1997.

(b)      Incorporated herein by reference to exhibits filed with our Annual
         Report on Form 10-K for the year ended December 31, 1998.

(c)      Incorporated herein by reference to exhibits filed with our Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1999.

(d)      Incorporated herein by reference to exhibits filed with our Quarterly
         Report on Form 10-Q for the quarter ended June 30, 2000.

(e)      Incorporated herein by reference to exhibits filed with our
         Registration Statement on Form S-4 filed on December 21, 2000.

(f)      Incorporated herein by reference to exhibits filed with our
         Pre-Effective Amendment No. 1 to our Registration Statement on Form S-4
         filed on January 18, 2001.

(g)      Incorporated herein by reference to exhibits filed with our Annual
         Report on Form 10-K for the year ended December 31, 2000.

(h)      Incorporated herein by reference to exhibits filed with our Annual
         Report on Form 10-K for the year ended December 31, 2001.

(i)      Incorporated by reference to exhibits filed with our Annual Report on
         Form 10-K for the year ended December 31, 2002, that was filed on March
         26, 2003.

+        Filed herewith

*        Executive compensation plans.

                                       6