UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of the Earliest Event Reported: April 5, 1999
NATIONAL PROPANE PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11867 42-1453040
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation of
organization)
Suite 1700, Alliant Tower 200 1st Street, S.E.
Cedar Rapids, IA 52401-1409
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (319) 365-1550
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(Former name or former address, (Zip Code)
if changed since last report)
<PAGE>
Item 5. Other Events.
On April 5, 1999, National Propane Partners, L.P. ("National
Propane") and Columbia Propane Corporation ("Columbia Propane"), a subsidiary of
Columbia Energy Group, signed a definitive purchase agreement whereby Columbia
Propane will commence a tender offer to acquire all of the approximately 6.7
million outstanding common units of National Propane for $12.00 in cash per
common unit. Subject to the terms and conditions of the agreement, Columbia
Propane would also acquire the general partner interests and subordinated unit
interests of National Propane from subsidiaries of Triarc Companies, Inc.
("Triarc").
The Board of Directors of National Propane's managing general
partner, acting on the recommendation of its Special Committee, has unanimously
approved the Columbia Propane transaction and unanimously recommended that
unitholders tender their common units pursuant to the offer. The Special
Committee received an opinion of Lehman Brothers that, from a financial point of
view, the consideration to be received by the common unitholders in the proposed
transaction is fair to the common unitholders.
The tender offer is the first step of a two-step cash
transaction. In the second step, subject to the terms and conditions of the
purchase agreement among the parties, Columbia Propane would indirectly acquire
the general partnership interests and subordinated unit interests of National
Propane from subsidiaries of Triarc and National Propane would merge into
Columbia Propane, L.P. As part of the second step, any remaining common
unitholders of National Propane would receive, in cash, the same per unit price
as that paid to unitholders who tender their shares pursuant to the tender
offer. Triarc would receive approximately $17.9 million for its acquired
interests in National Propane - $2.1 million in cash and $15.8 million payable
in the form of the forgiveness of indebtedness owed by Triarc to National
Propane, L.P. Simultaneously, and as a condition of the closing, Triarc will
prepay approximately $14.9 million of such indebtedness. Approximately $141
million of National Propane, L.P.'s outstanding indebtedness is expected to be
refinanced in connection with the transaction.
Columbia Propane, through its direct and indirect subsidiaries CP
Holdings, Inc. and Columbia Propane, L.P., intends to commence its cash tender
offer for all of the outstanding common units of National Propane at a price of
$12.00 per unit, net to the seller in cash, beginning April 9, 1999. The offer
for the common units will be subject to certain conditions, including there
being validly tendered by the expiration date, and not withdrawn, at least a
majority of the outstanding common units on a fully diluted basis. The offer
will be made only upon and subject to the terms and conditions of the Offer to
Purchase and the related Letter of Transmittal.
There can be no assurance that the proposed acquisition of
National Propane will be consummated.
A copy of a press release issued by National Propane and Columbia
Propane related to the foregoing is being filed herewith as an exhibit hereto.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release dated April 5, 1999.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
NATIONAL PROPANE PARTNERS, L.P.
By: NATIONAL PROPANE CORPORATION,
AS MANAGING GENERAL PARTNER
By: _________________________
Name: R. Brooks Sherman
Title:Vice President and
Chief Financial Officer
Dated: April 6, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Page No.
99.1 Press Release dated April 5, 1999
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACTS: COLUMBIA ENERGY GROUP NATIONAL PROPANE
R. A. RANKIN, JR. (NEWS MEDIA) R. BROOKS SHERMAN
(703) 561-6044 (319) 365-1550
THOMAS L. HUGHES (FINANCIAL COMMUNITY)
(703) 561-6001
COLUMBIA PROPANE TO ACQUIRE NATIONAL PROPANE FOR $12.00 IN CASH
PER COMMON UNIT
Richmond, VA and Cedar Rapids, IA, April 5, 1999 -- Columbia Propane Corporation
(Columbia Propane), a subsidiary of Columbia Energy Group (NYSE: CG), and
National Propane Partners, L.P. (NYSE: NPL) announced today that they have
signed a definitive purchase agreement whereby Columbia Propane will commence a
tender offer to acquire all of the approximately 6.7 million outstanding common
units of National Propane for $12.00 in cash per common unit. Subject to the
terms and conditions of the agreement, Columbia Propane would also acquire the
general partner interests and subordinated unit interests of National Propane
from subsidiaries of Triarc Companies, Inc. (NYSE: TRY). Approximately $141
million of National Propane's outstanding indebtedness is expected to be
refinanced by Columbia Propane in connection with the transaction.
The proposed acquisition of National Propane would add more than 210,000
retail and wholesale customers in 24 states, extending Columbia Propane's
presence from the Mid-Atlantic and Northeast to the Southeast, Midwest and
Western regions of the United States. The combination would also result in
Columbia Propane having more than 300,000 customers with operations in 35 states
and the District of Columbia.
"With today's announcement, Columbia Propane is aggressively executing
part of the Group's nonregulated growth strategy," said Oliver G. Richard III,
Chairman, President and CEO, of Columbia Energy Group. "The National Propane
acquisition gives Columbia Propane the opportunity to triple the size of its
customer base, and rank among America's leading propane companies."
Ronald R. Rominiecki, President and Chief Operating Officer of National
Propane, said: "The Columbia Propane transaction will significantly improve
National Propane's growth prospects. At a significant premium to today's closing
market price, the Columbia Propane acquisition is a very attractive transaction
for our common unitholders which our Board fully supports."
<PAGE>
The Board of Directors of National Propane's managing general partner,
acting on the recommendation of its Special Committee, has unanimously approved
the Columbia Propane transaction and unanimously recommended that unitholders
tender their common units pursuant to the offer. The Special Committee received
an opinion of Lehman Brothers that, from a financial point of view, the
consideration to be received by the common unitholders in the proposed
transaction is fair to the common unitholders.
The tender offer is the first step of a two-step cash transaction. In
the second step, subject to the terms and conditions of the purchase agreement
among the parties, Columbia Propane would indirectly acquire the general
partnership interests and subordinated unit interests of National Propane from
subsidiaries of Triarc and National Propane would merge into Columbia Propane,
L.P.
As part of the second step, any remaining common unitholders of National
Propane would receive, in cash, the same per unit price as that paid to
unitholders who tender their shares pursuant to the tender offer. Triarc would
receive approximately $17.9 million for its acquired interests in National
Propane - $2.1 million in cash and $15.8 million payable in the form of the
forgiveness of indebtedness owed by Triarc to National Propane. Simultaneously,
and as a condition of the closing, Triarc will prepay approximately $14.9
million of such indebtedness.
The managing general partner of National Propane has also agreed to,
among other things, execute a consent, as holder of all the subordinated units,
to approve the merger and other transactions contemplated by the agreement.
Columbia Propane, through its direct and indirect subsidiaries CP
Holdings, Inc. and Columbia Propane, L.P., intends to commence its cash tender
offer for all of the outstanding common units of National Propane at a price of
$12.00 per unit, net to the seller in cash, beginning April 9, 1999. The offer
for the common units will be subject to certain conditions, including there
being validly tendered by the expiration date, and not withdrawn, at least a
majority of the outstanding common units on a fully diluted basis.
The offer will be made only upon and subject to the terms and conditions
of the Offer to Purchase and the related Letter of Transmittal.
National Propane Partners, L.P. has operations concentrated in the
Midwest, Northeast, Southeast and Western regions of the United States and
serves over 210,000 active customers through its 155 full service centers. In
1998, National Propane sold more than 144 million gallons of propane.
Columbia Propane has been a full-service propane supplier since 1941.
Columbia Propane is an operating company of Columbia Energy Group. Columbia
Energy Group, based in Herndon, VA, is one of the nation's leading energy
services companies, with 1998 revenues of nearly $6.6 billion and assets of
about $7 billion. Its operating companies are engaged in all phases of the
natural gas businesses, including exploration and production, transmission,
storage and distribution, as well as commodities marketing, energy management,
propane sales and electric power generation, sales and trading.
# # #
Notes to Follow
<PAGE>
NOTES TO PRESS RELEASE
1. The statements in this press release that are not historical facts, including
most importantly, information concerning possible or assumed future results of
operations of National Propane and Columbia Propane and statements preceded by,
followed by, or that include the words "may", "believes", "expects",
"anticipates" or the negation thereof, or similar expressions, constitute
"forward-looking statements." All statements which address events or
developments that are expected or anticipated to occur in the future, including
statements relating to the proposed transaction between Columbia Propane and
National Propane, volume and revenue growth, or statements expressing general
optimism about future operating results, are forward-looking statements. Such
forward-looking statements involve risks, uncertainties and other factors which
may cause actual results, performance or achievements of National Propane or
Columbia Propane to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. For
those statements, National Propane and Columbia Propane claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Furthermore, there can be no assurance
that actual results of a combined entity will not differ materially due to
various factors, many of which are beyond the control of Columbia Energy Group
and Columbia Propane, including, but not limited to the supply and demand of
propane. For additional risks and uncertainties, see National Propane's and
Columbia's Securities and Exchange Commission Filings. National Propane and
Columbia will not undertake and specifically decline any obligation to publicly
release the result of any revisions to any forward-looking statements to reflect
events or circumstances after the date of such statements to reflect events or
circumstances after anticipated or unanticipated events.
2. There can be no assurances that the proposed acquisition of National Propane
by Columbia Propane will be consummated.
<PAGE>
