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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
National Propane Partners, L.P.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 42-1453040
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Suite 1700, IES TOWER
200 1st Street, S.E.
P.O. Box 2067
Cedar Rapids, Iowa 52401-2067
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(address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
Common Units representing
limited partner interests New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
A description of the common units representing limited partner interests in
National Propane Partners, L.P. to be registered hereunder is set forth under
the captions 'Prospectus Summary,' 'Cash Distribution Policy,' 'Description of
the Common Units,' 'The Partnership Agreement' and 'Tax Considerations' in the
prospectus included in Amendment No. 3 to the Registrant's Registration
Statement on Form S-1 (No. 333-2768) filed with the Securities and Exchange
Commission on June 11, 1996 under the Securities Act of 1933, as amended, and
will be set forth in any prospectus filed in accordance with Rule 424(b)
thereunder, which description is incorporated herein by reference.
Item 2. Exhibits
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
1. Amendment No.3 to the Registrant's Registration Statement on Form
S-1 (No. 333-2768) filed with the Securities and Exchange
Commission on June 11, 1996.
2. Amended and Restated Certificate of Limited Partnership of
Registrant.
3. Form of Amended and Restated Agreement of Limited Partnership of
the Registrant, which is included as Appendix A in the prospectus
included in the Registration Statement on Form S-1 referenced
above.
4. Form of Common Unit Certificate, which is included as Exhibit A
to Appendix A in the prospectus included in the Registration
Statement on Form S-1 referenced above.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: June 24, 1996
National Propane Partners, L.P.
By: National Propane Corporation, as General
Partner
By: /s/ RONALD R. ROMINIECKI
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Name: Ronald R. Rominiecki
Title: Senior Vice President and
Chief Financial Officer
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AMENDED AND RESTATED EXHIBIT 2
CERTIFICATE OF LIMITED PARTNERSHIP
OF
NATIONAL PROPANE, L.P.
The undersigned represents that it has formed a limited partnership
on March 13, 1996, pursuant to the Delaware Revised Uniform Limited Partnership
Act (the 'Act') and that the undersigned has executed this Amended and Restated
Certificate in compliance with the requirements of the Act. The undersigned
further states:
1. The name of the limited partnership is National Propane Partners,
L.P., (the 'Partnership').
2. The address of the registered office of the Partnership in the
State of Delaware and the name and address of the registered agent
of the Partnership required to be maintained by Section 17-104 of
the Act at such address are as follows:
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NAME AND ADDRESS
OF REGISTERED AGENT ADDRESS OF REGISTERED OFFICE
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The Corporation Trust Company Corporation Trust Center
Corporation Trust Center 1209 Orange Street
1209 Orange Street Wilmington, DE 19801
Wilmington, DE 19801
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3. The name and business address of the General Partner is as follows:
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GENERAL PARTNER ADDRESS
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National Propane Corporation Suite 1700, IES Tower
200 First Street, S.E.
Cedar Rapids, Iowa 52401
National Propane SGP, Inc. Suite 1700, IES Tower
200 First Street, S.E.
Cedar Rapids, Iowa 52401
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WHEREFORE, the undersigned has executed this Certificate as of 21st day of
June, 1996.
GENERAL PARTNERS
NATIONAL PROPANE CORPORATION
BY: /s/ THOMAS E. SCHULTZ
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NAME: THOMAS E. SCHULTZ
TITLE: VICE PRESIDENT AND TREASURER
NATIONAL PROPANE SGP, INC.
BY: /s/ STUART I. ROSEN
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NAME: STUART I. ROSEN
TITLE: VICE PRESIDENT AND SECRETARY
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