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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM to
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COMMISSION FILE NUMBER 1-11727
HERITAGE PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1493906
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8801 SOUTH YALE AVENUE, SUITE 310, TULSA, OKLAHOMA 74137
(Address of principal executive offices and zip code)
(918) 492-7272
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of class Name of each exchange on
which registered
Common Units New York Stock Exchange
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 the 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. [ ]
The aggregate market value as of October 14, 1997, of the registrant's Common
Units held by nonaffiliates of the registrant, based on the reported closing
price of such units on the New York Stock Exchange on such date, was
approximately $107,486,000.
At October 14, 1997, the registrant had units outstanding as follows:
Heritage Propane Partners, L.P. 4,512,085 Common Units
3,702,943 Subordinated Units
Documents Incorporated by Reference: None
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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 amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HERITAGE PROPANE PARTNERS, L.P.
By Heritage Holdings, Inc.
(General Partner)
By: /s/ James E. Bertelsmeyer
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James E. Bertelsmeyer
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this amended report has been signed by the following persons in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman of the Board, Chief
/s/ James E. Bertelsmeyer Executive Officer and Director April 30, 1998
- - ------------------------------ (Principal Executive Officer) --------------
James E. Bertelsmeyer
/s/ J. T. Atkins Director April 30, 1998
- - ------------------------------ --------------
J. T. Atkins
/s/ Bill W. Byrne Director April 30, 1998
- - ------------------------------ --------------
Bill W. Byrne
/s/ J. Charles Sawyer Director April 30, 1998
- - ------------------------------ --------------
J. Charles Sawyer
Vice President and Chief Financial
/s/ H. Michael Krimbill Officer (Principal Financial and April 30, 1998
- - ------------------------------ Accounting Officer) --------------
H. Michael Krimbill
</TABLE>
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INDEX TO EXHIBITS
The exhibits listed on the following Exhibit Index are filed as part of
this Report. Exhibits required by Item 601 of Regulation S-K, but which are not
listed below, are not applicable.
<TABLE>
<S> <C> <C>
(1) 3.1 Agreement of Limited Partnership of Heritage Propane Partners, L.P.
(1) 10.1 Form of Bank Credit Facility
(3) 10.1.1 Amendment of Bank Credit Facility dated as of July 9, 1996
(4) 10.1.2 Second Amendment to Credit Agreement dated as of February 28, 1997
(5) 10.1.3 Third Amendment to Credit Agreement dated as of September 30, 1997
(1) 10.2 Form of Note Purchase Agreement
(3) 10.2.1 Amendment of Note Purchase Agreement dated as of July 25, 1996
(4) 10.2.2 Amendment of Note Purchase Agreement dated as of March 11, 1997
(1) 10.3 Form of Contribution, Conveyance and Assumption Agreement among Heritage Holdings, Inc.,
Heritage Holdings Partners, L.P. and Heritage Operating L.P.
(1) 10.4 1989 Stock Option Plan
(1) 10.5 1995 Stock Option Plan
(1) 10.6 Restricted Unit Plan
(4) 10.6.1 Amendment of Restricted Unit Plan dated as of October 17, 1996
(2) 10.7 Employment Agreement for James E. Bertelsmeyer
(1) 10.8 Employment Agreement for R.C. Mills
(1) 10.9 Employment Agreement for G.A. Darr
(1) 10.10 Employment Agreement for H. Michael Krimbill
(*) 21.1 List of Subsidiaries
27.1 Financial Data Schedule - Filed with EDGAR version only
</TABLE>
- - -------------------
(1) Incorporated by reference to the same numbered Exhibit to
Registrant's Registration Statement on Form S-3, File No.
333-4018, filed with the Commission on June 21, 1996.
(2) Incorporated by reference to Exhibit 10.11 to Registrant's
Registration Statement on Form S-1, File No. 333-4018, filed
with the Commission on June 21,1996.
(3) Incorporated by reference to the same numbered Exhibit to
Registrant's Form 10-Q for the quarter ended November 30, 1996.
E-1
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(4) Incorporated by reference to the same numbered Exhibit to
Registrant's Form 10-Q for the quarter ended February 28, 1997.
(5) Incorporated by reference to the same numbered Exhibit to
Registrant's Form 10-K for the fiscal year ended
August 31, 1997.
(*) Filed herewith.
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EXHIBIT 21.1
SUBSIDIARIES
1. Heritage Operating L.P., a Delaware limited partnership, which does
business under the following names:
o Balgas
o Carolane Propane Gas
o Covington Propane
o Gas Service Inc.
o Gibson Propane
o Greer Gas Co.
o Harris Propane Gas
o Heritage Propane
o Holton's L.P. Gas
o Horizon Gas
o Horizon Gas of Palm Bay
o Hydratane of Athens
o Ikard & Newsom
o Jerry's Propane Service
o Keen Propane
o Kingston Propane
o Liberty Propane Gas
o Modern Propane
o Myers Propane Service
o New Mexico Propane
o Northern Energy
o Northwestern Propane
o Sawyer Gas
o Spring Lake Super Flame
o Tri-Gas of Benzie
o Turner Gas
o Wakulla L.P.G.
o Waynesville Gas Service
2. Heritage-Bi State, L.L.C., a Delaware limited liability company,
holding a partnership interest in the following:
o Bi-State Propane (Bi-State Propane also transacts business
under the name Turner Propane).
3. Heritage Service Corp., a Delaware corporation, holding a direct or
indirect interest in the following:
o M-P Oils Ltd.
o M-P Oils Partnership
4. Guilford Gas Service, Inc.
