HERITAGE PROPANE PARTNERS L P
8-K, 1999-10-20
RETAIL STORES, NEC
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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                   ------------------------------------------



                                    FORM 8-K


                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): October 19, 1999

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


<TABLE>
<S>                                  <C>                             <C>
           Delaware                         001-11727                             73-1493906
(State or other jurisdiction of      (Commission File Number)        (I.R.S. Employer Identification No.)
 incorporation or organization)
</TABLE>

                       8801 South Yale Avenue, Suite 310
                             Tulsa, Oklahoma 74137
              (Address of principal executive offices) (Zip Code)



                                 (918) 492-7272
              (Registrant's telephone number, including area code)





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Item 5.  Other Events

           On October 19, 1999, Heritage Propane Partners, L.P. issued a press
release (the "Press Release") announcing its financial results for the fiscal
year ended August 31, 1999. The Press Release is filed as Exhibit 99.1 to this
Current Report on Form 8-K, and the contents of such Exhibit are incorporated
herein by reference.

Item 7.  Financial Etatements and Exhibits

         (C)     Exhibits

         Exhibit 99.1       --    Press Release, dated October 19, 1999, of
                                  Heritage Propane Partners, L.P.







                                      -2-

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                                   SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                               HERITAGE PROPANE PARTNERS, L.P.

                               By:     Heritage Holdings, Inc.,
                                       its General Partner



                               By:   /s/  H. Michael Krimbill
                                     ----------------------------------------
                                       H. Michael Krimbill
                                       President and Chief Financial Officer

Date: October 20, 1999

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                        EXHIBIT INDEX

 Exhibit No.

 Exhibit 99.1     --    Press Release, dated October 19, 1999, of Heritage
                        Propane Partners, L.P.


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                                                                  Exhibit 99.1


TULSA, Okla.--(BUSINESS WIRE)--Oct. 19, 1999--Heritage Propane Partners, L.P.
(NYSE:HPG-news) today reported EBITDA (earnings before interest, taxes,
depreciation and amortization) of $41.0 million for the fiscal year ended
August 31, 1999. This represents an 8.5% increase over 1998's $37.8 million
EBITDA.

Retail gallons sold increased 9.0% to 159.9 million gallons, an increase of
13.2 million gallons over the 146.7 million gallons reported in fiscal 1998,
primarily as a result of acquisitions and internal growth partially offset by
reduced volume due to one of the warmest winters this century. Total gross
profit for fiscal 1999 increased $7.7 million or 8.6% to $96.8 million.
Operating expenses increased $4.2 million, or 8.9%, to $51.2 million primarily
due to acquisition related expenses. Net income for the year increased 10.2% to
$9.7 million as compared to $8.8 million for fiscal 1998. Net income per
limited partner unit was $1.11 for fiscal 1999, an increase of $.07 per unit
from fiscal 1998's reported $1.04 per limited partner unit.

In making this announcement, James E. Bertelsmeyer, Chairman and Chief
Executive Officer of Heritage Holdings, Inc., the General Partner of Heritage
Propane Partners, L.P., said, "We are extremely pleased with the results of
fiscal 1999 which was the tenth consecutive year in the history of our public
partnership and its predecessor to exceed the previous year's retail volume and
EBITDA. Despite the significantly warmer than normal weather that the Company
experienced this past year, we were still able to produce favorable results due
to our successful acquisition-related growth and operating efficiency. Our
operating personnel once again did a superb job of managing operating margins
and expenses to offset the volume shortfalls due to the lack of cold weather."

One of the largest retail marketers of propane in the United States, Heritage
Propane Partners, L.P. is a publicly traded Master Limited Partnership listed
on the New York Stock Exchange under the symbol HPG. The Partnership serves
more than 260,000 active residential, commercial, industrial and agricultural
customers from 154 customer service centers in 26 states.







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