SCHEDULE
14A
Proxy
Statement
Pursuant
to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. __)
Filed
by the Registrant o
Filed
by a Party other than the Registrant x
Check
the
appropriate box:
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o
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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x
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Soliciting
Material Pursuant to ss. 240.14a-12
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TRAVELCENTERS
OF AMERICA LLC
(Name
of
Registrant as Specified In Its Charter)
TIMOTHY
BROG
JEFFREY
WALD
E2
INVESTMENT PARTNERS LLC
LOCKSMITH
VALUE OPPORTUNITY FUND LP
LOCKSMITH
CAPITAL MANAGEMENT LLC
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (check the appropriate box):
x No
fee
required
o
Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or
the Form or Schedule and the date of its filing.
1)
Amount Previously Paid:
2)
Form, Schedule or Registration Statement No.:
3)
Filing Party:
4)
Date Filed:
FOR
IMMEDIATE RELEASE
January
07, 2008
LOCKSMITH
CAPITAL MANAGEMENT ANNOUNCES PROXY CONTEST FOR TRAVELCENTERS OF AMERICA AND
THE
FORMATION OF THE TRAVELCENTERS FULL VALUE COMMITTEE
New
York,
NY - Locksmith Capital Management LLC (“Locksmith”) has notified TravelCenters
of America LLC (AMEX - TA) that it has nominated Timothy E. Brog and Jeffrey
S.
Wald for election to the TravelCenters of America Board of Directors at the
upcoming 2008 annual meeting of stockholders (the “Annual Meeting”). Locksmith
also notified the Company that it intends to introduce several stockholder
proposals at the Annual Meeting in order to eliminate the significant and
material conflicts of interest between TA, on the one hand, and Hospitality
Properties Trust (NYSE - HPT) and its affiliated entities and individuals,
on
the other hand, as well as to strengthen the rights of TravelCenters
stockholders.
Among
the
many adverse results of these conflicts is that the Company entered into
extremely unfavorable leases with HPT and continues to allocate capital to
grow
revenue instead of focusing on profitability and maximizing shareholder value.
In the opinion of the TravelCenters Full Value Committee, no member of the
Company’s current Board of Directors is truly independent. Every member of the
Board has significant relationships and loyalties to HPT and Barry Portnoy,
HPT’s Managing Trustee.
The
TravelCenters Full Value Committee’s stockholder proposals include:
| · |
Changing
the definition of “Independent Directors” and requiring that the Company’s
Board of Directors consist of at least four Independent
Directors
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| · |
Eliminating
the classification of the Board of
Directors
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Allowing
TravelCenters’ stockholders, who own at least 15% of the outstanding
common stock, to call a special meeting of
stockholders
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IT
IS TIME TO ELIMINATE THE CONFLICTS OF INTEREST AND CREATE STOCKHOLDER
VALUE
Locksmith’s
nominees, if elected to the Board, will immediately explore all strategic
alternatives to maximize stockholder value, including reevaluating the Company’s
relationship with HPT and its affiliated entities, analyzing the allocation
of
capital relating to the development of new locations and Operation Refresh,
implementing a significant share repurchase either in the open market or as
part
of a self tender offer, as well as reviewing operating initiatives and overhead
reduction.
“We
are
troubled by the massive destruction of stockholder value by the current Board
of
Directors,” said Timothy Brog, Portfolio Manager of Locksmith Value Opportunity
Fund. “The Board admits that there are significant and material conflicts of
interest between TA and HPT, but they fail to act to eliminate such conflicts.
The Board should consist of individuals whose sole loyalty is to shareholders
of
TA. Locksmith nominees will, among other things, actively scrutinize all capital
expenditures and other significant expenses undertaken by the Company and ensure
that management is focused on growing TravelCenters profits instead of merely
its revenues.”
*
* * *
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LOCKSMITH
PRESENTLY INTENDS TO FILE A PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION (“SEC”) RELATING TO LOCKSMITH’S SOLICITATION OF PROXIES FROM THE
STOCKHOLDERS OF TRAVELCENTERS OF AMERICA LLC FOR USE AT THE 2008 ANNUAL MEETING.
LOCKSMITH STRONGLY ADVISES ALL TRAVELCENTERS OF AMERICA LLC STOCKHOLDERS TO
READ
THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.
Stockholders
will be able to obtain free copies of the Proxy Statement filed with the SEC
by
Locksmith through the website maintained by the SEC at www.sec.gov.
In
addition, investors will be able to obtain free copies of the Proxy Statement
from Locksmith by contacting Timothy Brog, Locksmith Capital Management LLC,
551
Madison Avenue, 6th
Floor,
New York, NY 10022.
Locksmith
and its nominees will be soliciting proxies from stockholders of TravelCenters
of America LLC in connection with the election of directors and other matters.
Information concerning these participants and their interests in the
solicitation will be set forth in the proxy statement when it is filed with
the
SEC.
*
* * *
*
Locksmith
Capital Management LLC is the management company for Locksmith Value Opportunity
Fund, a Delaware Limited Partnership.
CONTACT:
Timothy
E. Brog
Locksmith
Capital Management LLC
(212)
557-6150