HERITAGE PROPANE PARTNERS L P
8-A12G, 1996-05-14
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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



                      HERITAGE PROPANE PARTNERS, L.P.
           (Exact name of registrant as specified in its charter)




                DELAWARE                                 73-1493906
(State of incorporation or organization)    I.R.S. Employer Identification No.)



         8801 SOUTH YALE AVE.
         SUITE 310
         TULSA, OKLAHOMA                                   74137
(address of principal executive offices)                 (Zip Code)





SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

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

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                   None
                                   ----
                              (Title of Class)


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<PAGE>  2

Item 1.        Description of Registrant's Securities to be Registered

     A  description  of  the  common  units  representing  limited  partner
interests in Heritage  Propane  Partners,  L.P.  (the  "Registrant")  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 the Registrant's  Registration Statement on Form S-1 (No. 333-4018),  as
filed with the Securities  and Exchange  Commission on April 25, 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.   Registrant's  Registration  Statement on Form S-1 (No.  333-4018),  as
     filed with the  Securities  and Exchange  Commission on April 25, 1996
     (the "Registration Statement").

2.   Certificate of Limited Partnership of the Registrant which is included
     as Exhibit 3.3 to the Registration Statement.

3.   Amended  and  Restated   Agreement  of  Limited   Partnership  of  the
     Registrant, which is included as Appendix A to the prospectus included
     in the Registration Statement on Form S-1.

4.   Form of  Certificate  Evidencing  Common  Units,  which is included as
     Exhibit   A   to Appendix   A   to   the   prospectus    included   in
     the Registration Statement on Form S-1.

                                    -2-

<PAGE>  3

                                 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: May 13, 1996

                                  HERITAGE PROPANE PARTNERS, L.P.

                                  By:   Heritage Holdings, Inc.
                                        its General Partner



                                             By:   /s/ James E. Bertelsmeyer
                                             -------------------------------
                                             Name: James E. Bertelsmeyer       
                                             
                                             Title:  Chairman and C.E.O.       

                                    -3-


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